Common use of Bearer Notes Clause in Contracts

Bearer Notes. Payments of principal in respect of Definitive Bearer Notes not held in CMU will (subject as provided below) be made in the Specified Currency against surrender of Definitive Bearer Notes and payments of interest in respect of the Definitive Bearer Notes will (subject as provided below) be made in the Specified Currency against surrender of Coupons, in each case at the specified office of any Paying Agent outside the United States of America and its possessions. In the case of Definitive Bearer Notes not held in CMU, payments of principal with respect to instalments (if any), other than the final instalment, will (subject as provided below) be made against presentation and surrender of the relevant Receipt. Each Receipt must be presented for payment of the relevant instalment together with the relevant Definitive Bearer Note against which the amount will be payable with respect to that instalment. If any Definitive Bearer Note is redeemed or becomes repayable prior to the stated Maturity Date (in the case of a Note other than a Floating Rate Note) or prior to the Interest Payment Date falling in the Redemption Month (in the case of a Floating Rate Note) in respect thereof, principal will be payable on surrender of such Definitive Bearer Note together with all unmatured Receipts appertaining thereto. Receipts presented without the Definitive Bearer Note to which they appertain and unmatured Receipts do not constitute valid obligations of the Issuer. Upon the date on which any Definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in Definitive Bearer form not held in CMU (other than Dual Currency Notes or Index-Linked Notes) should be presented for payment together with all unmatured Coupons appertaining thereto failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the aggregate amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of six years after the Relevant Date (as defined in Condition 14) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 14). Upon any Fixed Rate Bearer Note becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Bearer Note, Dual Currency Bearer Note or Indexed Bearer Note in definitive form not held in CMU becomes due and repayable, all unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. In the case of Definitive Bearer Notes held in CMU, payments will be made to the person(s) for whose account(s) interests in the relevant Definitive Bearer Note are credited as being held with CMU in accordance with the arrangements, rules and regulations governing the operation of CMU (the “CMU Rules”) at the relevant time and payment made in accordance thereof shall discharge the obligations of the Issuer or, as the case may be, the Guarantor in respect of that payment. If the due date for redemption of any Definitive Bearer Note is not a Fixed Interest Date or an Interest Payment Date, interest (if any) accrued with respect to such Note from (and including) the preceding Fixed Interest Date or Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant Definitive Bearer Note.

Bearer Notes. Payments of principal in respect of Definitive Bearer Notes not held in CMU will (subject as provided below) be made in the Specified Currency against surrender of Definitive Bearer Notes and payments of interest in respect of the Definitive Bearer Notes will (subject as provided below) be made in the Specified Currency against surrender of Coupons, in each case at the specified office of any Paying Agent outside the United States of America and its possessions. In the case of Definitive Bearer Notes not held in CMU, payments of principal with respect to instalments (if any), other than the final instalment, will (subject as provided below) be made against presentation and surrender of the relevant Receipt. Each Receipt must be presented for payment of the relevant instalment together with the relevant Definitive Bearer Note against which the amount will be payable with respect to that instalment. If any Definitive Bearer Note is redeemed or becomes repayable prior to the stated Maturity Date (in the case of a Note other than a Floating Rate Note) or prior to the Interest Payment Date falling in the Redemption Month (in the case of a Floating Rate Note) in respect thereof, principal will be payable on surrender of such Definitive Bearer Note together with all unmatured Receipts appertaining thereto. Receipts presented without the Definitive Bearer Note to which they appertain and unmatured Receipts do not constitute valid obligations of the Issuer. Upon the date on which any Definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in Definitive Bearer form not held in CMU (other than Dual Currency Notes or Index-Linked Notes) should be presented for payment together with all unmatured Coupons appertaining thereto failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the aggregate amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of six years after the Relevant Date (as defined in Condition 14) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 14). Upon any Fixed Rate Bearer Note becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Bearer Note, Dual Currency Bearer Note or Indexed Bearer Note in definitive form not held in CMU becomes due and repayable, all unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. In the case of Definitive Bearer Notes held in CMU, payments payment will be made to the person(s) for whose account(s) interests in the relevant Definitive Bearer Note are credited as being held with CMU in accordance with the arrangements, rules and regulations governing the operation of CMU (the “CMU Rules”) at the relevant time as notified to the HK Lodging Agent by the CMU in a relevant CMU Instrument Position Report (as defined in the CMU Rules) or any relevant notification by CMU, which notification shall be conclusive evidence of the records of CMU (save in the case of manifest error) and payment made in accordance thereof shall discharge the obligations of the Issuer or, as the case may be, the Guarantor in respect of that payment. If the due date for redemption of any Definitive Bearer Note is not a Fixed Interest Date or an Interest Payment Date, interest (if any) accrued with respect to such Note from (and including) the preceding Fixed Interest Date or Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant Definitive Bearer Note.

Bearer Notes. Payments If any Dealer shall have advanced its own funds for payment against subsequent receipt of principal in respect of Definitive Bearer Notes not held in CMU funds from the purchaser and if a purchaser shall fail to make payment for a Note, such Dealer will (subject as provided below) be made in the Specified Currency against surrender of Definitive Bearer Notes and payments of interest in respect of the Definitive Bearer Notes will (subject as provided below) be made in the Specified Currency against surrender of Coupons, in each case at the specified office of any Paying Agent outside the United States of America and its possessions. In the case of Definitive Bearer Notes not held in CMU, payments of principal with respect to instalments (if any), other than the final instalment, will (subject as provided below) be made against presentation and surrender of promptly notify the relevant Receipt. Each Receipt must be presented for payment of Issuer, the Fiscal Agent, the Principal Paying Agent, the Common Depositary or Common Service Provider appointed by the relevant instalment together with the relevant Definitive Bearer Note against which the amount will be payable with respect to that instalment. If any Definitive Bearer Note is redeemed or becomes repayable prior to the stated Maturity Date Issuer and Common Safekeeper (in the case of a Note other than a Floating Rate Note) or prior to the Interest Payment Date falling in the Redemption Month (in the case of a Floating Rate Note) in respect thereof, principal will be payable on surrender of such Definitive Bearer Note together with all unmatured Receipts appertaining thereto. Receipts presented without the Definitive Bearer Note to which they appertain and unmatured Receipts do not constitute valid obligations of the Issuer. Upon the date on which any Definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in Definitive Bearer form not held in CMU (other than Dual Currency Notes or Index-Linked Notes) should be presented for payment together with all unmatured Coupons appertaining thereto failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the aggregate amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of six years after the Relevant Date (as defined in Condition 14) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 14). Upon any Fixed Rate Bearer Note becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Bearer Note, Dual Currency Bearer Note or Indexed Bearer Note in definitive form not held in CMU becomes due and repayable, all unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. In the case of Definitive Bearer Notes held in CMU, payments will be made to the person(s) for whose account(s) interests in the relevant Definitive Bearer Note are credited as being held with CMU in accordance with the arrangements, rules and regulations governing the operation of CMU (the “CMU Rules”) at the relevant time and payment made in accordance thereof shall discharge the obligations of the Issuer or, as the case may be) and Euroclear and Clearstream, Luxembourg by telephone, promptly confirmed in writing (but no later than the next Business Day). In such event, the Guarantor relevant Issuer shall promptly instruct the Fiscal Agent to cancel the purchaser’s interest in the appropriate Temporary Global Note representing such Note. Upon (i) confirmation from the Fiscal Agent in writing (which may be given by facsimile) that the Fiscal Agent has cancelled such purchaser’s interest in such Temporary Global Note and (ii) confirmation from such Dealer in writing (which may be given by facsimile) that such Dealer has not received payment from the purchaser, the relevant Issuer will promptly pay to such Dealer an amount in immediately available funds equal to the amount previously paid by such Dealer in respect of that paymentsuch Bearer Note. Such payment will be made on the settlement date, if possible, and in any event not later than 12:00 noon (New York City time) on the Business Day following the settlement date. The Fiscal Agent and the Common Depositary will make or cause to be made such revisions to such Temporary Global Note (if the Temporary Global Note is a CGN) or the Fiscal Agent will instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records in each case (if the Temporary Global Note is a NGN) as are necessary to reflect the cancellation of such portion of such Temporary Global Note. If a purchaser shall fail to make payment for the due date Note for redemption any reason other than the failure of any Definitive Bearer Note is such Dealer to provide the necessary information to the relevant Issuer as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above, and if such Dealer shall have otherwise complied with its obligations hereunder and in the Distribution Agreement, the relevant Issuer will reimburse such Dealer on an equitable basis for such Dealer’s loss of the use of funds during the period when they were credited to account of such Issuer or the Fiscal Agent. Immediately upon such cancellation, the Fiscal Agent will make appropriate entries in its records to reflect the fact that a settlement did not a Fixed Interest Date or an Interest Payment Date, interest (if any) accrued occur with respect to such Note from (and including) the preceding Fixed Interest Date or Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant Definitive Bearer Note.

Bearer Notes. Payments Each Tranche of principal in respect of Definitive Bearer Notes not held in CMU will (subject as provided below) be made initially issued in the Specified Currency against surrender form of Definitive either a temporary bearer global note (a ‘‘Temporary Bearer Notes Global Note’’) or a permanent bearer global note (a ‘‘Permanent Bearer Global Note’’ and, together with a Temporary Bearer Global Note, each a ‘‘Bearer Global Note’’) as indicated in the applicable Pricing Supplement, which, in either case, will be delivered on or prior to the original issue date of the Tranche to either (i) a common depositary (the ‘‘Common Depositary’’) for Euroclear and Clearstream or (ii) a sub-custodian for the Hong Kong Monetary Authority, as operator of the Central Moneymarkets Unit (the ‘‘CMU’’). Whilst any Bearer Note is represented by a Temporary Bearer Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Definitive Bearer Notes will due prior to the Exchange Date (subject as provided defined below) be made in the Specified Currency against surrender of Coupons, in each case at the specified office of any Paying Agent outside the United States of America and its possessions. In the case of Definitive Bearer Notes not held in CMU, payments of principal with respect to instalments (if any), other than the final instalment, will (subject as provided below) be made against presentation and surrender of the relevant Receipt. Each Receipt must Temporary Bearer Global Note only to the extent that certification (in a form to be presented for payment provided) to the effect that the beneficial owners of the relevant instalment together with the relevant Definitive interests in such Bearer Note against which are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream and/or Citicorp International Limited (the amount will be payable with respect to that instalment. If any Definitive Bearer Note is redeemed or becomes repayable prior to the stated Maturity Date ‘‘CMU Lodging Agent’’) and (in the case of a Temporary Bearer Global Note other than delivered to a Floating Rate NoteCommon Depositary for Euroclear and Clearstream) or prior Euroclear and/or Clearstream, as applicable, has given a like certification (based on the certifications it has received) to the Interest Payment Date falling Principal Paying Agent. On and after the date (the ‘‘Exchange Date’’) which, in respect of each Tranche in respect of which a Temporary Bearer Global Note is issued, will be 40 days after the Temporary Bearer Global Note is issued, interests in such Temporary Bearer Global Note will be exchangeable (free of charge) upon a request as described therein either for (i) interests in a Permanent Bearer Global Note of the same Series or (ii) for definitive Bearer Notes of the same Series with, where applicable, receipts, Coupons and talons attached (as indicated in the Redemption Month (in the case of a Floating Rate Note) in respect thereof, principal will be payable on surrender of such Definitive Bearer Note together with all unmatured Receipts appertaining thereto. Receipts presented without the Definitive Bearer Note to which they appertain applicable Pricing Supplement and unmatured Receipts do not constitute valid obligations of the Issuer. Upon the date on which any Definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in Definitive Bearer form not held in CMU (other than Dual Currency Notes or Index-Linked Notes) should be presented for payment together with all unmatured Coupons appertaining thereto failing which the amount of any missing unmatured Coupon (orsubject, in the case of payment definitive Bearer Notes, to such notice period as is specified in the applicable Pricing Supplement), in each case against certification of beneficial ownership as described above unless such certification has already been given, provided that purchasers in the United States and certain U.S. persons will not being be able to receive definitive Bearer Notes. The CMU may require that any such exchange for a Permanent Global Bearer Note is made in fullwhole and not in part and in such event, no such exchange will be effected until all relevant account holders (as set out in a CMU Issue Position Report or any other relevant notification supplied to the same proportion CMU Lodging Agent by the CMU) have so certified. The holder of a Temporary Bearer Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the aggregate amount Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for definitive Bearer Notes is improperly withheld or refused. Payments of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of six years after the Relevant Date (as defined in Condition 14) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 14). Upon any Fixed Rate Bearer Note becoming due and repayable prior to its Maturity Dateprincipal, all unmatured Talons interest (if any) appertaining thereto will become void and no further Coupons or any other amounts on a Permanent Bearer Global Note will be issued in made through Euroclear and/or Clearstream against presentation or surrender (as the case may be) of the Permanent Bearer Global Note without any requirement for certification. In respect thereof. Upon of a Bearer Global Note held through the date on which CMU, any Floating Rate Bearer Notepayments of principal, Dual Currency Bearer Note or Indexed Bearer Note in definitive form not held in CMU becomes due and repayable, all unmatured Coupons and Talons interest (if any) relating thereto (whether or not attached) any other amounts shall become void and no payment shall be made in respect thereof. In the case of Definitive Bearer Notes held in CMU, payments will be made to the person(s) for whose account(s) interests in the relevant Definitive Bearer Global Note are credited (as being set out in a CMU Issue Position Report or any other relevant notification supplied to the CMU Lodging Agent by the CMU) and, save in the case of final payment, no presentation of the relevant Bearer Global Note shall be required for such purpose. The applicable Pricing Supplement will specify that a Permanent Bearer Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Bearer Notes with, where applicable, receipts, Coupons and talons attached upon either (i) not less than 60 days’ written notice (a), in the case of Notes held by a Common Depositary for Euroclear and/or Clearstream, from Euroclear and/or Clearstream (acting on the instructions of any holder of an interest in such Permanent Bearer Global Note) to the Principal Paying Agent as described therein and/or (b), in the case of Notes held through the CMU, from the relevant account holders therein to the CMU Lodging Agent as described therein; or (ii) only upon the occurrence of an Exchange Event. No definitive Bearer Notes will be sent by post or otherwise delivered to any location in the United States or its possessions in connection with such exchange. For these purposes, ‘‘Exchange Event’’ means that (i) an Event of Default (as defined in Condition 11) has occurred and is continuing, (ii) the Issuer has been notified that both Euroclear and Clearstream and, in the case of Notes cleared through the CMU, the CMU have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and, in any case, no successor or alternative clearing system is available or (iii) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by the Permanent Bearer Global Note in definitive form. The Issuer will promptly give notice to Noteholders in accordance with Condition 15 if an Exchange Event occurs. In the arrangementsevent of the occurrence of an Exchange Event, rules and regulations governing (a) in the operation case of CMU Notes held by a Common Depositary for Euroclear or Clearstream, Euroclear and/or Clearstream (acting on the “CMU Rules”instructions of any holder of an interest in such Permanent Bearer Global Note) at and/or, (b) in the case of Notes held through the CMU, the relevant time and payment made in accordance thereof shall discharge account holders therein, may give notice to the obligations of the Issuer Principal Paying Agent or, as the case may be, the Guarantor CMU Lodging Agent requesting exchange and, in respect the event of that payment. If the due date for redemption occurrence of any Definitive Bearer Note is not a Fixed Interest Date or an Interest Payment DateExchange Event as described in (iii) above, interest (if any) accrued with respect the Issuer may also give notice to such Note from (and including) the preceding Fixed Interest Date or Interest Payment Date Principal Paying Agent or, as the case may be, the Interest Commencement Date CMU Lodging Agent requesting exchange. Any such exchange shall be payable only against surrender occur not later than 45 days after the date of receipt of the first relevant Definitive notice by the Principal Paying Agent or, as the case may be, the CMU Lodging Agent. The following legend will appear on all Bearer Notes which have an original maturity of more than one year and on all receipts and Coupons relating to such Notes: ‘‘ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.’’ The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Bearer Notes, receipts or Coupons and will not be entitled to capital gains treatment of any gain on any sale, disposition, redemption or payment of principal in respect of such Notes, receipts or Coupons. Notes which are represented by a Bearer Global Note will only be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream or the CMU, as the case may be. Registered Notes The Registered Notes of each Tranche will initially be represented by a global note in registered form, without receipts for the payment of instalments of principal (‘‘Receipts’’) or Coupons, which will be sold outside the United States (and, in the case of Notes being offered or sold in reliance on Category 2 of Regulation S, only to non-U.S. persons outside the United States) (a ‘‘Registered Global Note’’). Prior to expiry of the Distribution Compliance Period (as defined in Regulation S) applicable to each Tranche of Notes, beneficial interests in a Registered Global Note may not be offered or sold to, or for the account or benefit of, a U.S. person save as otherwise provided in Condition 2 and may not be held otherwise than through Euroclear or Clearstream or the CMU and such Registered Global Note will bear a legend regarding such restrictions on transfer. Registered Global Notes will either (i) be deposited with a common depositary for, and registered in the name of a nominee of, Euroclear and Clearstream or (ii) be deposited with a sub-custodian for the HKMA as operator of the CMU, as specified in the applicable Pricing Supplement. Persons holding beneficial interests in Registered Global Notes will be entitled or required, as the case may be, under the circumstances described below, to receive physical delivery of definitive Notes in fully registered form. Payments of principal, interest and any other amount in respect of the Registered Global Notes will, in the absence of provision to the contrary, be made to the person shown on the Register (as defined in Condition 7(d)) as the registered holder of the Registered Global Notes. None of the Issuer, the Guarantor, any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the records relating to or payments or deliveries made on account of beneficial ownership interests in the Registered Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Payments of principal, interest or any other amount in respect of the Registered Notes in definitive form will, in the absence of provision to the contrary, be made to the persons shown on the Register on the relevant Record Date (as defined in Condition 7(d)) immediately preceding the due date for payment in the manner provided in that Condition. Interests in a Registered Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Registered Notes without receipts, Coupons or talons attached only upon the occurrence of an Exchange Event. For these purposes, ‘‘Exchange Event’’ means that (i) an Event of Default has occurred and is continuing, (ii) in the case of Notes registered in the name of a nominee for a common depositary for Euroclear or Clearstream, the Issuer has been notified that both Euroclear and Clearstream, and in the case of Notes held through the CMU, the CMU, have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and, in any such case, no successor clearing system is available, or (iii) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by the Registered Global Note in definitive form. The Issuer will promptly give notice to Noteholders in accordance with Condition 15 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, (a) in the case of Notes registered in the name of a nominee for a Common Depositary for Euroclear and/or Clearstream, Euroclear and/or Clearstream (acting on the instructions of any holder of an interest in such Registered Global Note) and/or, (b) in the case of Notes held through the CMU, the relevant account holders therein, may give notice to the Registrar or, as the case may be, the CMU Lodging Agent requesting exchange and, in the event of the occurrence of an Exchange Event as described in (iv) above, the Issuer may also give notice to the Registrar or, as the case may be, the CMU Lodging Agent requesting exchange. Any such exchange shall occur not later than 10 days after the date of receipt of the first relevant notice by the Registrar or, as the case may be, the CMU Lodging Agent.

Bearer Notes. Payments Except as otherwise provided in the Bearer Notes, payment of the principal in respect amount of Definitive each Bearer Notes not held in CMU Note at the Maturity Date thereof will (subject as provided below) be made in the Specified Currency against only upon presentation and surrender of Definitive such Bearer Notes and payments of interest in respect of Note to the Definitive Bearer Notes will (subject as provided below) be made in the Specified Currency against surrender of Coupons, in each case at the specified office of Principal Paying Agent or any Paying Agent outside the United States States. Such payment, together with payment of America interest due at the Maturity Date of such Note, will be made in funds available for immediate use by the Principal Paying Agent or such Paying Agent and its possessionsin turn by the holder of such Note. In the case of Definitive Bearer Notes not held in CMUpresented to the Principal Paying Agent or a Paying Agent at the Maturity Date for payment will be cancelled or destroyed by such paying agent and delivered to the relevant Issuer with a certificate of cancellation or destruction, as applicable. All interest payments of principal with respect to instalments on a Bearer Note (if any), other than interest due at the final instalment, Maturity Date) will (subject as provided below) be made against presentation by check drawn on the Principal Paying Agent (or another person appointed by the Principal Paying Agent) and surrender delivered to an address outside the United States by the Principal Paying Agent to the person entitled thereto or by wire transfer of immediately available funds to an account maintained by the payee with a bank located outside the United States. Except as specified in ?Interest ? General; Bearer Notes? above, interest on a Global Note shall be payable to the beneficial owner thereof through credit to the account of such owner or of the relevant Receiptcustodian bank of such owner with Euroclear or Clearstream, Luxembourg. Each Receipt must be presented for payment On the occasion of the relevant instalment together with the relevant Definitive Bearer Note against which the amount will be payable with respect to that instalment. If any Definitive Bearer Note is redeemed or becomes repayable prior to the stated Maturity Date each payment, (i) in the case of a CGN, the Paying Agent to which any Global Note other than a Floating Rate Note) or prior was presented for the purpose of making the payment shall cause the appropriate schedule to the Interest Payment Date falling in relevant Global Note to be annotated so as to evidence the Redemption Month amounts and dates of the payments of principal and/or interest as applicable or (ii) in the case of any Global Note which is a Floating Rate Note) NGN, the Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in respect thereoftheir records to reflect such payment. Except as otherwise provided in the Bearer Notes, principal will interest on a definitive Bearer Note shall be payable on to the holder of the appropriate coupon appertaining thereto only upon presentation and surrender of such Definitive Bearer Note together with all unmatured Receipts appertaining thereto. Receipts presented without coupon at the Definitive Bearer Note to which they appertain and unmatured Receipts do not constitute valid obligations office of the IssuerPrincipal Paying Agent or any other Paying Agent outside the United States. Upon If any Fixed Interest Payment Date or the Maturity Date or redemption or repayment date on which any Definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in Definitive Bearer form not held in CMU (other than Dual Currency Notes or Index-Linked Notes) should be presented for payment together with all unmatured Coupons appertaining thereto failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the aggregate amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of six years after the Relevant Date (as defined in Condition 14) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 14). Upon any a Fixed Rate Bearer Note becoming is not a Business Day, the payment due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Bearer Note, Dual Currency Bearer Note or Indexed Bearer Note in definitive form not held in CMU becomes due and repayable, all unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment such day shall be made in respect thereof. In on the case of Definitive Bearer Notes held in CMU, payments will be made to next succeeding Business Day and no interest shall accrue on such payment for the person(s) for whose account(s) interests in the relevant Definitive Bearer Note are credited as being held with CMU in accordance with the arrangements, rules period from and regulations governing the operation of CMU (the “CMU Rules”) at the relevant time and payment made in accordance thereof shall discharge the obligations of the Issuer orafter such Fixed Interest Payment Date or Maturity Date, as the case may be, the Guarantor in respect of that payment. If any Interest Payment Date (other than the due date Maturity Date) for redemption of any Definitive Floating Rate Bearer Note would fall on a day that is not a Fixed Interest Date or an Business Day with respect to such Note, such Interest Payment Date, interest (if any) accrued Date will be the following day that is a Business Day with respect to such Note from (and including) at which time the preceding Fixed Interest Date Issuer will pay additional interest that has accrued up to but excluding such following Business Day, except that, in the case of a Bearer LIBOR Note or EURIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date or, as shall be the case may beimmediately preceding day that is a Business Day with respect to such Bearer LIBOR Note or EURIBOR Note. If the Maturity Date for any Floating Rate Bearer Note would fall on a day that is not a Business Day with respect to such Note, the Interest Commencement Date payment of principal, premium, if any, and interest, if any, will be made on the following day that is a Business Day with respect to such Note, and no interest shall be payable only against surrender of accrue for the relevant Definitive Bearer Noteperiod from and after such Maturity Date.

Bearer Notes. Payments Each Tranche of principal in respect of Definitive Bearer Notes not held in CMU will (subject as provided below) be made initially issued in the Specified Currency against surrender form of Definitive either a temporary bearer global note (a “Temporary Bearer Notes Global Note” or a permanent bearer global note (a “Permanent Bearer Global Note”) and together with a Temporary Bearer Global Note, each a “Bearer Global Note”) as indicated in the applicable Pricing Supplement, which, in either case, will be delivered on or prior to the original issue date of the Tranche to either (i) a common depositary (the “Common Depositary”) for Euroclear and Clearstream, Luxembourg or (ii) a sub-custodian for the Hong Kong Monetary Authority, as operator of the Central Moneymarkets Unit Service (the “CMU Service”). Whilst any Bearer Note is represented by a Temporary Bearer Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Definitive Bearer Notes will due prior to the Exchange Date (subject as provided defined below) be made in the Specified Currency against surrender of Coupons, in each case at the specified office of any Paying Agent outside the United States of America and its possessions. In the case of Definitive Bearer Notes not held in CMU, payments of principal with respect to instalments (if any), other than the final instalment, will (subject as provided below) be made against presentation and surrender of the relevant Receipt. Each Receipt must Temporary Bearer Global Note only to the extent that certification (in a form to be presented for payment provided) to the effect that the beneficial owners of the relevant instalment together with the relevant Definitive interests in such Bearer Note against which are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and/or Citibank, N.A., Hong Kong Branch (the amount will be payable with respect to that instalment. If any Definitive Bearer Note is redeemed or becomes repayable prior to the stated Maturity Date “CMU Lodging Agent”) and (in the case of a Temporary Bearer Global Note other than delivered to a Floating Rate NoteCommon Depositary for Euroclear and Clearstream, Luxembourg) or prior Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Interest Payment Date falling Principal Paying Agent. On and after the date (the “Exchange Date”) which, in respect of each Tranche in respect of which a Temporary Bearer Global Note is issued, will be 40 days after the Temporary Bearer Global Note is issued, interests in such Temporary Bearer Global Note will be exchangeable (free of charge) upon a request as described therein either for (i) interests in a Permanent Bearer Global Note of the same Series or (ii) for definitive Bearer Notes of the same Series with, where applicable, receipts, Coupons and talons attached (as indicated in the Redemption Month (in the case of a Floating Rate Note) in respect thereof, principal will be payable on surrender of such Definitive Bearer Note together with all unmatured Receipts appertaining thereto. Receipts presented without the Definitive Bearer Note to which they appertain applicable Pricing Supplement and unmatured Receipts do not constitute valid obligations of the Issuer. Upon the date on which any Definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in Definitive Bearer form not held in CMU (other than Dual Currency Notes or Index-Linked Notes) should be presented for payment together with all unmatured Coupons appertaining thereto failing which the amount of any missing unmatured Coupon (orsubject, in the case of payment definitive Bearer Notes, to such notice period as is specified in the applicable Pricing Supplement), in each case against certification of beneficial ownership as described above unless such certification has already been given, provided that purchasers in the United States and U.S. persons will not being be able to receive definitive Bearer Notes. The CMU Service may require that any such exchange for a Permanent Bearer Global Note is made in fullwhole and not in part and in such event, no such exchange will be effected until all relevant account holders (as set out in a CMU Instrument Position Report or any other relevant notification supplied to the same proportion CMU Lodging Agent by the CMU Service) have so certified. The holder of a Temporary Bearer Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the aggregate amount Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for definitive Bearer Notes is improperly withheld or refused. Payments of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of six years after the Relevant Date (as defined in Condition 14) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 14). Upon any Fixed Rate Bearer Note becoming due and repayable prior to its Maturity Dateprincipal, all unmatured Talons interest (if any) appertaining thereto will become void and no further Coupons or any other amounts on a Permanent Bearer Global Note will be issued in made through Euroclear and/or Clearstream, Luxembourg against presentation or surrender (as the case may be) of the Permanent Bearer Global Note without any requirement for certification. In respect thereof. Upon of a Bearer Global Note held through the date on which CMU Service, any Floating Rate Bearer Notepayments of principal, Dual Currency Bearer Note or Indexed Bearer Note in definitive form not held in CMU becomes due and repayable, all unmatured Coupons and Talons interest (if any) relating thereto (whether or not attached) any other amounts shall become void and no payment shall be made in respect thereof. In the case of Definitive Bearer Notes held in CMU, payments will be made to the person(s) for whose account(s) interests in the relevant Definitive Bearer Global Note are credited (as being held with set out in a CMU Instrument Position Report or any other relevant notification supplied to the CMU Lodging Agent by the CMU Service) and, save in accordance with the arrangements, rules and regulations governing the operation of CMU (the “CMU Rules”) at the relevant time and payment made in accordance thereof shall discharge the obligations of the Issuer or, as the case may beof final payment, the Guarantor in respect of that payment. If the due date for redemption of any Definitive Bearer Note is not a Fixed Interest Date or an Interest Payment Date, interest (if any) accrued with respect to such Note from (and including) the preceding Fixed Interest Date or Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender no presentation of the relevant Definitive Bearer Global Note shall be required for such purpose. The applicable Pricing Supplement will specify that a Permanent Bearer Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Bearer Notes with, where applicable, receipts, Coupons and talons attached upon either (i) not less than 60 days’ written notice (a), in the case of Notes held by a Common Depositary for Euroclear and/or Clearstream, Luxembourg, from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Bearer Global Note) to the Principal Paying Agent as described therein and/or (b), in the case of Notes held through the CMU Service, from the relevant account holders therein to the CMU Lodging Agent as described therein; or (ii) only upon the occurrence of an Exchange Event. No definitive Bearer Notes will be sent by post or otherwise delivered to any location in the United States or its possessions in connection with such exchange.

Bearer Notes. Payments Each Tranche of principal in respect of Definitive Bearer Notes not held in CMU will (subject as provided below) be made initially issued in the Specified Currency against surrender form of Definitive either a temporary bearer global note (a “Temporary Bearer Notes Global Note” or a permanent bearer global note (a “Permanent Bearer Global Note”) and together with a Temporary Bearer Global Note, each a “Bearer Global Note”) as indicated in the applicable Pricing Supplement, which, in either case, will be delivered on or prior to the original issue date of the Tranche to either (i) a common depositary (the “Common Depositary”) for Euroclear and Clearstream, Luxembourg or (ii) a sub-custodian for the Hong Kong Monetary Authority, as operator of the Central Moneymarkets Unit Service (the “CMU Service”). Whilst any Bearer Note is represented by a Temporary Bearer Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Definitive Bearer Notes will due prior to the Exchange Date (subject as provided defined below) be made in the Specified Currency against surrender of Coupons, in each case at the specified office of any Paying Agent outside the United States of America and its possessions. In the case of Definitive Bearer Notes not held in CMU, payments of principal with respect to instalments (if any), other than the final instalment, will (subject as provided below) be made against presentation and surrender of the relevant Receipt. Each Receipt must Temporary Bearer Global Note only to the extent that certification (in a form to be presented for payment provided) to the effect that the beneficial owners of the relevant instalment together with the relevant Definitive interests in such Bearer Note against which are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and/or Citibank, N.A., Hong Kong Branch (the amount will be payable with respect to that instalment. If any Definitive Bearer Note is redeemed or becomes repayable prior to the stated Maturity Date “CMU Lodging Agent”) and (in the case of a Temporary Bearer Global Note other than delivered to a Floating Rate NoteCommon Depositary for Euroclear and Clearstream, Luxembourg) or prior Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Interest Payment Date falling Principal Paying Agent. On and after the date (the “Exchange Date”) which, in respect of each Tranche in respect of which a Temporary Bearer Global Note is issued, will be 40 days after the Temporary Bearer Global Note is issued, interests in such Temporary Bearer Global Note will be exchangeable (free of charge) upon a request as described therein either for (i) interests in a Permanent Bearer Global Note of the same Series or (ii) for definitive Bearer Notes of the same Series with, where applicable, receipts, Coupons and talons attached (as indicated in the Redemption Month (in the case of a Floating Rate Note) in respect thereof, principal will be payable on surrender of such Definitive Bearer Note together with all unmatured Receipts appertaining thereto. Receipts presented without the Definitive Bearer Note to which they appertain applicable Pricing Supplement and unmatured Receipts do not constitute valid obligations of the Issuer. Upon the date on which any Definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in Definitive Bearer form not held in CMU (other than Dual Currency Notes or Index-Linked Notes) should be presented for payment together with all unmatured Coupons appertaining thereto failing which the amount of any missing unmatured Coupon (orsubject, in the case of payment definitive Bearer Notes, to such notice period as is specified in the applicable Pricing Supplement), in each case against certification of beneficial ownership as described above unless such certification has already been given, provided that purchasers in the United States and U.S. persons will not being be able to receive definitive Bearer Notes. The CMU Service may require that any such exchange for a Permanent Global Bearer Note is made in fullwhole and not in part and in such event, no such exchange will be effected until all relevant account holders (as set out in a CMU Instrument Position Report or any other relevant notification supplied to the same proportion CMU Lodging Agent by the CMU Service) have so certified. The holder of a Temporary Bearer Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the aggregate amount Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for definitive Bearer Notes is improperly withheld or refused. Payments of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of six years after the Relevant Date (as defined in Condition 14) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 14). Upon any Fixed Rate Bearer Note becoming due and repayable prior to its Maturity Dateprincipal, all unmatured Talons interest (if any) appertaining thereto will become void and no further Coupons or any other amounts on a Permanent Bearer Global Note will be issued in made through Euroclear and/or Clearstream, Luxembourg against presentation or surrender (as the case may be) of the Permanent Bearer Global Note without any requirement for certification. In respect thereof. Upon of a Bearer Global Note held through the date on which CMU Service, any Floating Rate Bearer Notepayments of principal, Dual Currency Bearer Note or Indexed Bearer Note in definitive form not held in CMU becomes due and repayable, all unmatured Coupons and Talons interest (if any) relating thereto (whether or not attached) any other amounts shall become void and no payment shall be made in respect thereof. In the case of Definitive Bearer Notes held in CMU, payments will be made to the person(s) for whose account(s) interests in the relevant Definitive Bearer Global Note are credited (as being held with set out in a CMU Instrument Position Report or any other relevant notification supplied to the CMU Lodging Agent by the CMU Service) and, save in accordance with the arrangements, rules and regulations governing the operation of CMU (the “CMU Rules”) at the relevant time and payment made in accordance thereof shall discharge the obligations of the Issuer or, as the case may beof final payment, the Guarantor in respect of that payment. If the due date for redemption of any Definitive Bearer Note is not a Fixed Interest Date or an Interest Payment Date, interest (if any) accrued with respect to such Note from (and including) the preceding Fixed Interest Date or Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender no presentation of the relevant Definitive Bearer Global Note shall be required for such purpose. The applicable Pricing Supplement will specify that a Permanent Bearer Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Bearer Notes with, where applicable, receipts, Coupons and talons attached upon either (i) not less than 60 days’ written notice (a), in the case of Notes held by a Common Depositary for Euroclear and/or Clearstream, Luxembourg, from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Bearer Global Note) to the Principal Paying Agent as described therein and/or (b), in the case of Notes held through the CMU Service, from the relevant account holders therein to the CMU Lodging Agent as described therein; or (ii) only upon the occurrence of an Exchange Event. No definitive Bearer Notes will be sent by post or otherwise delivered to any location in the United States or its possessions in connection with such exchange.

Bearer Notes. Payments Except as otherwise provided in the Bearer Notes, payment of the principal in respect amount of Definitive each Bearer Notes not held in CMU Note at the Maturity Date thereof will (subject as provided below) be made in the Specified Currency against only upon presentation and surrender of Definitive such Bearer Notes and payments of interest in respect of Note to the Definitive Bearer Notes will (subject as provided below) be made in the Specified Currency against surrender of Coupons, in each case at the specified office of Principal Paying Agent or any Paying Agent outside the United States States. Such payment, together with payment of America interest due at the Maturity Date of such Note, will be made in funds available for immediate use by the Principal Paying Agent or such Paying Agent and its possessionsin turn by the holder of such Note. In the case of Definitive Bearer Notes not held in CMUpresented to the Principal Paying Agent or a Paying Agent at the Maturity Date for payment will be cancelled or destroyed by such paying agent and delivered to the relevant Issuer with a certificate of cancellation or destruction, as applicable. All interest payments of principal with respect to instalments on a Bearer Note (if any), other than interest due at the final instalment, Maturity Date) will (subject as provided below) be made against presentation by check drawn on the Principal Paying Agent (or another person appointed by the Principal Paying Agent) and surrender delivered to an address outside the United States by the Principal Paying Agent to the person entitled thereto or by wire transfer of immediately available funds to an account maintained by the payee with a bank located outside the United States. Except as specified in �Interest � General; Bearer Notes� above, interest on a Global Note shall be payable to the beneficial owner thereof through credit to the account of such owner or of the relevant Receiptcustodian bank of such owner with Euroclear or Clearstream, Luxembourg. Each Receipt must be presented for payment On the occasion of the relevant instalment together with the relevant Definitive Bearer Note against which the amount will be payable with respect to that instalment. If any Definitive Bearer Note is redeemed or becomes repayable prior to the stated Maturity Date each payment, (i) in the case of a CGN, the Paying Agent to which any Global Note other than a Floating Rate Note) or prior was presented for the purpose of making the payment shall cause the appropriate schedule to the Interest Payment Date falling in relevant Global Note to be annotated so as to evidence the Redemption Month amounts and dates of the payments of principal and/or interest as applicable or (ii) in the case of any Global Note which is a Floating Rate Note) NGN, the Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in respect thereoftheir records to reflect such payment. Except as otherwise provided in the Bearer Notes, principal will interest on a definitive Bearer Note shall be payable on to the holder of the appropriate coupon appertaining thereto only upon presentation and surrender of such Definitive Bearer Note together with all unmatured Receipts appertaining thereto. Receipts presented without coupon at the Definitive Bearer Note to which they appertain and unmatured Receipts do not constitute valid obligations office of the IssuerPrincipal Paying Agent or any other Paying Agent outside the United States. Upon If any Fixed Interest Payment Date or the Maturity Date or redemption or repayment date on which any Definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in Definitive Bearer form not held in CMU (other than Dual Currency Notes or Index-Linked Notes) should be presented for payment together with all unmatured Coupons appertaining thereto failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the aggregate amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of six years after the Relevant Date (as defined in Condition 14) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 14). Upon any a Fixed Rate Bearer Note becoming is not a Business Day, the payment due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Bearer Note, Dual Currency Bearer Note or Indexed Bearer Note in definitive form not held in CMU becomes due and repayable, all unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment such day shall be made in respect thereof. In on the case of Definitive Bearer Notes held in CMU, payments will be made to next succeeding Business Day and no interest shall accrue on such payment for the person(s) for whose account(s) interests in the relevant Definitive Bearer Note are credited as being held with CMU in accordance with the arrangements, rules period from and regulations governing the operation of CMU (the “CMU Rules”) at the relevant time and payment made in accordance thereof shall discharge the obligations of the Issuer orafter such Fixed Interest Payment Date or Maturity Date, as the case may be, the Guarantor in respect of that payment. If any Interest Payment Date (other than the due date Maturity Date) for redemption of any Definitive Floating Rate Bearer Note would fall on a day that is not a Fixed Interest Date or an Business Day with respect to such Note, such Interest Payment Date, interest (if any) accrued Date will be the following day that is a Business Day with respect to such Note from (and including) at which time the preceding Fixed Interest Date or Issuer will pay additional interest that has accrued up to but excluding such following Business Day, except that, if such Business Day is in the next succeeding calendar month, such Interest Payment Date or, as shall be the case may beimmediately preceding day that is a Business Day. If the Maturity Date for any Floating Rate Bearer Note would fall on a day that is not a Business Day with respect to such Note, the Interest Commencement Date payment of principal, premium, if any, and interest, if any, will be made on the following day that is a Business Day with respect to such Note, and no interest shall be payable only against surrender of accrue for the relevant Definitive Bearer Noteperiod from and after such Maturity Date.

Bearer Notes. Payments Except as otherwise provided in the Bearer Notes, payment of the principal in respect amount of Definitive each Bearer Notes not held in CMU Note at the Maturity Date thereof will (subject as provided below) be made in the Specified Currency against only upon presentation and surrender of Definitive such Bearer Notes and payments of interest in respect of Note to the Definitive Bearer Notes will (subject as provided below) be made in the Specified Currency against surrender of Coupons, in each case at the specified office of Principal Paying Agent or any Paying Agent outside the United States States. Such payment, together with payment of America interest due at the Maturity Date of such Note, will be made in funds available for immediate use by the Principal Paying Agent or such Paying Agent and its possessionsin turn by the holder of such Note. In the case of Definitive Bearer Notes not held in CMUpresented to the Principal Paying Agent or a Paying Agent at the Maturity Date for payment will be cancelled or destroyed by such paying agent and delivered to the relevant Issuer with a certificate of cancellation or destruction, as applicable. All interest payments of principal with respect to instalments on a Bearer Note (if any), other than interest due at the final instalment, Maturity Date) will (subject as provided below) be made against by check drawn on the Principal Paying Agent (or another person appointed by the Principal Paying Agent) and delivered to an address outside the United States by the Principal Paying Agent to the person entitled thereto or by wire transfer of immediately available funds to an account maintained by the payee with a bank located outside the United States. Except as specified in "Interest — General; Bearer Notes" above, interest on a Temporary Global Note or Permanent Global Note shall be payable to the beneficial owner thereof through credit to the account of such owner or of the custodian bank of such owner with Euroclear or Clearstream, Luxembourg. Except as otherwise provided in the Bearer Notes, interest on a definitive Bearer Note shall be payable to the holder of the appropriate coupon appertaining thereto only upon presentation and surrender of such coupon at the relevant Receipt. Each Receipt must be presented for payment office of the relevant instalment together with Principal Paying Agent or any other Paying Agent outside the relevant Definitive Bearer Note against which the amount will be payable with respect to that instalmentUnited States. If any Definitive Bearer Note is redeemed or becomes repayable prior to the stated Maturity Date (in the case of a Note other than a Floating Rate Note) or prior to the Fixed Interest Payment Date falling in or the Redemption Month (in the case Maturity Date or redemption or repayment date of a Floating Rate Note) in respect thereof, principal will be payable on surrender of such Definitive Bearer Note together with all unmatured Receipts appertaining thereto. Receipts presented without the Definitive Bearer Note to which they appertain and unmatured Receipts do not constitute valid obligations of the Issuer. Upon the date on which any Definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in Definitive Bearer form not held in CMU (other than Dual Currency Notes or Index-Linked Notes) should be presented for payment together with all unmatured Coupons appertaining thereto failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the aggregate amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of six years after the Relevant Date (as defined in Condition 14) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 14). Upon any Fixed Rate Bearer Note becoming is not a Business Day, the payment due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Bearer Note, Dual Currency Bearer Note or Indexed Bearer Note in definitive form not held in CMU becomes due and repayable, all unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment such day shall be made in respect thereof. In on the case of Definitive Bearer Notes held in CMU, payments will be made to next succeeding Business Day and no interest shall accrue on such payment for the person(s) for whose account(s) interests in the relevant Definitive Bearer Note are credited as being held with CMU in accordance with the arrangements, rules period from and regulations governing the operation of CMU (the “CMU Rules”) at the relevant time and payment made in accordance thereof shall discharge the obligations of the Issuer orafter such Fixed Interest Payment Date or Maturity Date, as the case may be, the Guarantor in respect of that payment. If any Interest Payment Date (other than the due date Maturity Date) for redemption of any Definitive Floating Rate Bearer Note would fall on a day that is not a Fixed Interest Date or an Business Day with respect to such Note, such Interest Payment Date, interest (if any) accrued Date will be the following day that is a Business Day with respect to such Note from (and including) at which time the preceding Fixed Interest Date or Issuer will pay additional interest that has accrued up to but excluding such following Business Day, except that, in the case of a Bearer LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date or, as shall be the case may beimmediately preceding day that is a Business Day with respect to such Bearer LIBOR Note. If the Maturity Date for any Floating Rate Bearer Note would fall on a day that is not a Business Day with respect to such Note, the Interest Commencement Date payment of principal, premium, if any, and interest, if any, will be made on the following day that is a Business Day with respect to such Note, and no interest shall be payable only against surrender of accrue for the relevant Definitive Bearer Noteperiod from and after such Maturity Date.

Bearer Notes. Payments Except as otherwise provided in the Bearer Notes, payment of the principal in respect amount of Definitive each Bearer Notes not held in CMU Note at the Maturity Date thereof will (subject as provided below) be made in the Specified Currency against only upon presentation and surrender of Definitive such Bearer Notes and payments of interest in respect of Note to the Definitive Bearer Notes will (subject as provided below) be made in the Specified Currency against surrender of Coupons, in each case at the specified office of Principal Paying Agent or any Paying Agent outside the United States States. Such payment, together with payment of America interest due at the Maturity Date of such Note, will be made in funds available for immediate use by the Principal Paying Agent or such Paying Agent and its possessionsin turn by the holder of such Note. In the case of Definitive Bearer Notes not held in CMUpresented to the Principal Paying Agent or a Paying Agent at the Maturity Date for payment will be cancelled or destroyed by such paying agent and delivered to the relevant Issuer with a certificate of cancellation or destruction, as applicable. All interest payments of principal with respect to instalments on a Bearer Note (if any), other than interest due at the final instalment, Maturity Date) will (subject as provided below) be made against presentation by check drawn on the Principal Paying Agent (or another person appointed by the Principal Paying Agent) and surrender delivered to an address outside the United States by the Principal Paying Agent to the person entitled thereto or by wire transfer of immediately available funds to an account maintained by the payee with a bank located outside the United States. Except as specified in “Interest ― General; Bearer Notes” above, interest on a Global Note shall be payable to the beneficial owner thereof through credit to the account of such owner or of the relevant Receiptcustodian bank of such owner with Euroclear or Clearstream, Luxembourg. Each Receipt must be presented for payment On the occasion of the relevant instalment together with the relevant Definitive Bearer Note against which the amount will be payable with respect to that instalment. If any Definitive Bearer Note is redeemed or becomes repayable prior to the stated Maturity Date each payment, (i) in the case of a CGN, the Paying Agent to which any Global Note other than a Floating Rate Note) or prior was presented for the purpose of making the payment shall cause the appropriate schedule to the Interest Payment Date falling in relevant Global Note to be annotated so as to evidence the Redemption Month amounts and dates of the payments of principal and/or interest as applicable or (ii) in the case of any Global Note which is a Floating Rate Note) NGN, the Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in respect thereoftheir records to reflect such payment. Except as otherwise provided in the Bearer Notes, principal will interest on a definitive Bearer Note shall be payable on to the holder of the appropriate coupon appertaining thereto only upon presentation and surrender of such Definitive Bearer Note together with all unmatured Receipts appertaining thereto. Receipts presented without coupon at the Definitive Bearer Note to which they appertain and unmatured Receipts do not constitute valid obligations office of the IssuerPrincipal Paying Agent or any other Paying Agent outside the United States. Upon If any Fixed Interest Payment Date or the Maturity Date or redemption or repayment date on which any Definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in Definitive Bearer form not held in CMU (other than Dual Currency Notes or Index-Linked Notes) should be presented for payment together with all unmatured Coupons appertaining thereto failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the aggregate amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of six years after the Relevant Date (as defined in Condition 14) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 14). Upon any a Fixed Rate Bearer Note becoming is not a Business Day, the payment due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Bearer Note, Dual Currency Bearer Note or Indexed Bearer Note in definitive form not held in CMU becomes due and repayable, all unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment such day shall be made in respect thereof. In on the case of Definitive Bearer Notes held in CMU, payments will be made to next succeeding Business Day and no interest shall accrue on such payment for the person(s) for whose account(s) interests in the relevant Definitive Bearer Note are credited as being held with CMU in accordance with the arrangements, rules period from and regulations governing the operation of CMU (the “CMU Rules”) at the relevant time and payment made in accordance thereof shall discharge the obligations of the Issuer orafter such Fixed Interest Payment Date or Maturity Date, as the case may be, the Guarantor in respect of that payment. If any Interest Payment Date (other than the due date Maturity Date) for redemption of any Definitive Floating Rate Bearer Note would fall on a day that is not a Fixed Interest Date or an Business Day with respect to such Note, such Interest Payment Date, interest (if any) accrued Date will be the following day that is a Business Day with respect to such Note from (and including) at which time the preceding Fixed Interest Date Issuer will pay additional interest that has accrued up to but excluding such following Business Day, except that, in the case of a Bearer LIBOR Note or EURIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date or, as shall be the case may beimmediately preceding day that is a Business Day with respect to such Bearer LIBOR Note or EURIBOR Note. If the Maturity Date for any Floating Rate Bearer Note would fall on a day that is not a Business Day with respect to such Note, the Interest Commencement Date payment of principal, premium, if any, and interest, if any, will be made on the following day that is a Business Day with respect to such Note, and no interest shall be payable only against surrender of accrue for the relevant Definitive Bearer Noteperiod from and after such Maturity Date.

Bearer Notes. Payments Except as otherwise ------------ provided in the Bearer Notes, payment of the principal in respect amount of Definitive each Bearer Notes not held in CMU Note at the Maturity Date thereof will (subject as provided below) be made in the Specified Currency against only upon presentation and surrender of Definitive such Bearer Notes and payments of interest in respect of Note to the Definitive Bearer Notes will (subject as provided below) be made in the Specified Currency against surrender of Coupons, in each case at the specified office of Principal Paying Agent or any Paying Agent outside the United States States. Such payment, together with payment of America interest due at the Maturity Date of such Note, will be made in funds available for immediate use by the Principal Paying Agent or such Paying Agent and its possessionsin turn by the holder of such Note. In the case of Definitive Bearer Notes not held in CMUpresented to the Principal Paying Agent or a Paying Agent at the Maturity Date for payment will be cancelled or destroyed by such paying agent and delivered to the relevant Issuer with a certificate of cancellation or destruction, as applicable. All interest payments of principal with respect to instalments on a Bearer Note (if any), other than interest due at the final instalment, Maturity Date) will (subject as provided below) be made against by check drawn on the Principal Paying Agent (or another person appointed by the Principal Paying Agent) and delivered to an address outside the United States by the Principal Paying Agent to the person entitled thereto or by wire transfer of immediately available to an account maintained by the payee with a bank located outside the United States. Except as specified in "Interest -- General; Bearer Notes" above, interest on a Temporary Global Note or Permanent Global Note shall be payable to the beneficial owner thereof through credit to the account of such owner or of the custodian bank of such owner with Cedel Bank or the Euroclear Operator. Except as otherwise provided in the Bearer Notes, interest on a definitive Bearer Note shall be payable to the holder of the appropriate coupon appertaining thereto only upon presentation and surrender of such coupon at the relevant Receipt. Each Receipt must be presented for payment office of the relevant instalment together with Principal Paying Agent or any other Paying Agent outside the relevant Definitive United States. If any Interest Payment Date or the Maturity Date or redemption or repayment date of a Fixed Rate Bearer Note against which is not a Business Day, the amount will payment due on such day shall be payable made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Interest Payment Date or Maturity Date, as the case may be. If any Interest Payment Date or the Maturity Date for any Floating Rate Bearer Note would fall on a day that is not a Business Day with respect to that instalment. If any Definitive Bearer Note is redeemed such Note, such Interest Payment Date or becomes repayable prior to the stated Maturity Date (will be the following day that is a Business Day with respect to such Note, except that, in the case of a Note other than a Floating Rate Bearer LIBOR Note) or prior to , if such Business Day is in the next succeeding calendar month, such Interest Payment Date falling in the Redemption Month (in the case of a Floating Rate Note) in respect thereof, principal will be payable on surrender of such Definitive Bearer Note together with all unmatured Receipts appertaining thereto. Receipts presented without the Definitive Bearer Note to which they appertain and unmatured Receipts do not constitute valid obligations of the Issuer. Upon the date on which any Definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in Definitive Bearer form not held in CMU (other than Dual Currency Notes or Index-Linked Notes) should be presented for payment together with all unmatured Coupons appertaining thereto failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the aggregate amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of six years after the Relevant Date (as defined in Condition 14) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 14). Upon any Fixed Rate Bearer Note becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Bearer Note, Dual Currency Bearer Note or Indexed Bearer Note in definitive form not held in CMU becomes due and repayable, all unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. In the case of Definitive Bearer Notes held in CMU, payments will be made to the person(s) for whose account(s) interests in the relevant Definitive Bearer Note are credited as being held with CMU in accordance with the arrangements, rules and regulations governing the operation of CMU (the “CMU Rules”) at the relevant time and payment made in accordance thereof shall discharge the obligations of the Issuer or, as the case may be, shall be the Guarantor in respect of immediately preceding day that payment. If the due date for redemption of any Definitive Bearer Note is not a Fixed Interest Date or an Interest Payment Date, interest (if any) accrued Business Day with respect to such Note from (and including) the preceding Fixed Interest Date or Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant Definitive Bearer LIBOR Note.

Bearer Notes. Payments Except as otherwise provided in the Bearer Notes, payment of the principal in respect amount of Definitive each Bearer Notes not held in CMU Note at the Maturity Date thereof will (subject as provided below) be made in the Specified Currency against only upon presentation and surrender of Definitive such Bearer Notes and payments of interest in respect of Note to the Definitive Bearer Notes will (subject as provided below) be made in the Specified Currency against surrender of Coupons, in each case at the specified office of Principal Paying Agent or any Paying Agent outside the United States States. Such payment, together with payment of America interest due at the Maturity Date of such Note, will be made in funds available for immediate use by the Principal Paying Agent or such Paying Agent and its possessionsin turn by the holder of such Note. In the case of Definitive Bearer Notes not held in CMUpresented to the Principal Paying Agent or a Paying Agent at the Maturity Date for payment will be cancelled or destroyed by such paying agent and delivered to the relevant Issuer with a certificate of cancellation or destruction, as applicable. All interest payments of principal with respect to instalments on a Bearer Note (if any), other than interest due at the final instalment, Maturity Date) will (subject as provided below) be made against by check drawn on the Principal Paying Agent (or another person appointed by the Principal Paying Agent) and delivered to an address outside the United States by the Principal Paying Agent to the person entitled thereto or by wire transfer of immediately available to an account maintained by the payee with a bank located outside the United States. Except as specified in "Interest -- General; Bearer Notes" above, interest on a Temporary Global Note or Permanent Global Note shall be payable to the beneficial owner thereof through credit to the account of such owner or of the custodian bank of such owner with Euroclear or Clearstream, Luxembourg. Except as otherwise provided in the Bearer Notes, interest on a definitive Bearer Note shall be payable to the holder of the appropriate coupon appertaining thereto only upon presentation and surrender of such coupon at the relevant Receipt. Each Receipt must be presented for payment office of the relevant instalment together with Principal Paying Agent or any other Paying Agent outside the relevant Definitive Bearer Note against which the amount will be payable with respect to that instalmentUnited States. If any Definitive Bearer Note is redeemed or becomes repayable prior to the stated Maturity Date (in the case of a Note other than a Floating Rate Note) or prior to the Interest Payment Date falling in or the Redemption Month (in the case Maturity Date or redemption or repayment date of a Floating Rate Note) in respect thereof, principal will be payable on surrender of such Definitive Bearer Note together with all unmatured Receipts appertaining thereto. Receipts presented without the Definitive Bearer Note to which they appertain and unmatured Receipts do not constitute valid obligations of the Issuer. Upon the date on which any Definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in Definitive Bearer form not held in CMU (other than Dual Currency Notes or Index-Linked Notes) should be presented for payment together with all unmatured Coupons appertaining thereto failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the aggregate amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of six years after the Relevant Date (as defined in Condition 14) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 14). Upon any Fixed Rate Bearer Note becoming is not a Business Day, the payment due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Bearer Note, Dual Currency Bearer Note or Indexed Bearer Note in definitive form not held in CMU becomes due and repayable, all unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment such day shall be made in respect thereof. In on the case of Definitive Bearer Notes held in CMU, payments will be made to next succeeding Business Day and no interest shall accrue on such payment for the person(s) for whose account(s) interests in the relevant Definitive Bearer Note are credited as being held with CMU in accordance with the arrangements, rules period from and regulations governing the operation of CMU (the “CMU Rules”) at the relevant time and payment made in accordance thereof shall discharge the obligations of the Issuer orafter such Interest Payment Date or Maturity Date, as the case may be, the Guarantor in respect of that payment. If any Interest Payment Date (other than the due date Maturity Date) for redemption of any Definitive Floating Rate Bearer Note would fall on a day that is not a Fixed Interest Date or an Business Day with respect to such Note, such Interest Payment Date, interest (if any) accrued Date will be the following day that is a Business Day with respect to such Note from (and including) at which time the preceding Fixed Interest Date or Issuer will pay additional interest that has accrued up to but excluding such following Business Day, except that, in the case of a Bearer LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date or, as shall be the case may beimmediately preceding day that is a Business Day with respect to such Bearer LIBOR Note. If the Maturity Date for any Floating Rate Bearer Note would fall on a day that is not a Business Day with respect to such Note, the Interest Commencement Date payment of principal, premium, if any, and interest, if any, will be made on the following day that is a Business Day with respect to such Note, and no interest shall be payable only against surrender of accrue for the relevant Definitive Bearer Noteperiod from and after such Maturity Date.