Common use of TERMS AND CONDITIONS OF THE NOTES Clause in Contracts

TERMS AND CONDITIONS OF THE NOTES. The following are the terms and conditions (the CONDITIONS, and any reference to a CONDITION shall be construed accordingly) of each Series and Class of the Notes in the form (subject to amendment) which will be incorporated by reference into each Global Note and each Definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by Permanent Master Issuer PLC (referred to in the Base Prospectus as the MASTER ISSUER or the ISSUING ENTITY) and the relevant Dealer(s) and/or Manager(s) at the time of issue but, if not so permitted and agreed, such Definitive Note will have endorsed thereon or attached thereto such Conditions. The Final Terms in relation to the relevant Series and Class of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify these Conditions for the purpose of such Series and Class of Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and each Definitive Note. The Notes are constituted by the Master Issuer Trust Deed. The security for the Notes is created pursuant to, and on the terms set out in, the Master Issuer Deed of Charge. By the Master Issuer Paying Agent and Agent Bank Agreement, provision is made for, inter alia, the payment of principal and interest in respect of the Notes. References herein to the NOTES shall, unless the context otherwise requires, be references to all the Notes issued by the Master Issuer and constituted by the Master Issuer Trust Deed and shall mean:

TERMS AND CONDITIONS OF THE NOTES. The following are the terms Terms and conditions (the CONDITIONS, and any reference to a CONDITION shall be construed accordingly) of each Series and Class Conditions of the Notes in the form (subject to amendment) which will be incorporated by reference into each Global Note (as defined below) and each Definitive definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by Permanent Master the Issuer PLC (referred to in the Base Prospectus as the MASTER ISSUER or the ISSUING ENTITY) and the relevant Dealer(s) and/or Manager(s) Dealer at the time of issue but, if not so permitted and agreed, such Definitive definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The Final Terms applicable Pricing Supplement in relation to the relevant Series and Class any Tranche of Exempt Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these the following Terms and Conditions, replace or modify these the following Terms and Conditions for the purpose of such Series and Class Notes. The applicable Final Terms in relation to any Tranche of NotesNotes completes these Conditions. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and each Definitive definitive Note. The Notes are constituted by Reference should be made to “Form of Final Terms” (or, in the Master Issuer Trust Deed. The security case of a Tranche of Exempt Notes, to “Form of Pricing Supplement”) for the Notes is created pursuant to, and on the terms set out in, the Master Issuer Deed of Charge. By the Master Issuer Paying Agent and Agent Bank Agreement, provision is made for, inter alia, the payment of principal and interest in respect a description of the content of the applicable Final Terms (or Pricing Supplement, as applicable) which will specify which of such terms are to apply in relation to the relevant Notes. THE NOTES (AS DEFINED IN THESE TERMS AND CONDITIONS) ARE ISSUED AS COVERED NOTES (katetut joukkolainat), COVERED IN ACCORDANCE WITH THE FINNISH ACT ON MORTGAGE CREDIT BANKS (Laki kiinnitysluottopankkitoiminnasta 688/2010), AS AMENDED (THE MBA). THE ISSUER (AS DEFINED IN THESE TERMS AND CONDITIONS) HAS BEEN AUTHORISED BY THE FINNISH FINANCIAL SUPERVISORY AUTHORITY (Finanssivalvonta) AS A DESIGNATED MORTGAGE CREDIT BANK PURSUANT TO THE MBA. THE FINANCIAL OBLIGATIONS OF THE ISSUER UNDER THE NOTES ARE COVERED BY THE ASSETS THAT COMPRISE A QUALIFYING COVER ASSET POOL MAINTAINED BY THE ISSUER IN ACCORDANCE WITH THE MBA. This Note is one of a Series (as defined below) of Notes issued by OP-Asuntoluottopankki Oyj (the English translation of which is OP Mortgage Bank (the Issuer) pursuant to the Agency Agreement (as defined below). References herein to the NOTES shall, unless the context otherwise requires, Notes shall be references to all the Notes issued by the Master Issuer and constituted by the Master Issuer Trust Deed of this Series and shall mean:

TERMS AND CONDITIONS OF THE NOTES. The following are the terms Terms and conditions (the CONDITIONS, and any reference to a CONDITION shall be construed accordingly) of each Series and Class Conditions of the Notes in (sometimes referred to herein as “Terms and Conditions”) to be issued by the form (subject to amendment) Issuer which will be incorporated by reference into each Global global Note and each Definitive definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant competent authority (if any) and agreed by Permanent Master the Issuer PLC (referred to in the Base Prospectus as the MASTER ISSUER or the ISSUING ENTITY) and the relevant Dealer(s) and/or Manager(s) at the time of issue but, but if not so permitted and agreed, such Definitive definitive Note will have endorsed thereon upon or attached thereto such Terms and Conditions. The applicable Final Terms in relation to the relevant Series and Class any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these the following Terms and Conditions, replace or modify these the following Terms and Conditions for the purpose of such Series and Class of Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global temporary global Note, permanent global Note and each Definitive definitive Note. The Notes are constituted by the Master Issuer Trust Deed. The security for the Notes is created pursuant to, and on the terms set out in, the Master Issuer Deed of Charge. By the Master Issuer Paying Agent and Agent Bank Agreement, provision is Reference should be made for, inter alia, the payment of principal and interest in respect to “Form of the Notes” above for a description of the content of Final Terms which will include the definitions of certain terms used in the following Terms and Conditions or specify which of such terms are to apply in relation to the relevant Notes. This Note is one of a series of Notes issued by PepsiCo, Inc. (the “Issuer”) pursuant to the Agency Agreement (as defined below). References herein to the NOTES “Notes” shall be references to the Notes of this Series (as defined below) and shall mean (i) in relation to any Notes represented by a global Note, units of the lowest Specified Denomination in the Specified Currency, (ii) definitive Notes issued in exchange (or part exchange) for a global Note and (iii) any global Note. The Notes, the Receipts (as defined below) and the Coupons (as defined below) also have the benefit of an amended and restated Agency Agreement (the “Agency Agreement” which expression shall include such agreement as it may be amended or modified from time to time) dated • 2006, and made among the Issuer, JPMorgan Chase Bank, London Branch as issuing and principal paying agent and agent bank (the “Agent”, which expression shall include any successor agent specified in the applicable Final Terms) and the other paying agents named therein (together with the Agent, the “Paying Agents”, which expression shall include any additional or successor paying agents). Interest bearing definitive Notes (unless otherwise indicated in the applicable Final Terms) have interest coupons (“Coupons”) and, if indicated in the applicable Final Terms, talons for further Coupons (“Talons”) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be references deemed to all include a reference to Talons or talons. Definitive Notes repayable in instalments have receipts (“Receipts”) for the Notes issued by payment of the Master Issuer instalments of principal (other than the final instalment) attached on issue. The Final Terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached hereto or endorsed hereon which supplement these Terms and constituted by Conditions and may specify other terms and conditions which shall, to the Master Issuer Trust Deed extent so specified or to the extent inconsistent with these Terms and shall mean:Conditions, replace or modify these Terms and Conditions for the purposes of this Note. References herein to the “applicable Final Terms” are to Part A of the Final Terms (or the relevant provisions thereof) attached hereto or endorsed hereon.

TERMS AND CONDITIONS OF THE NOTES. The following are the terms Terms and conditions (the CONDITIONS, and any reference to a CONDITION shall be construed accordingly) of each Series and Class Conditions of the Notes in the form (subject to amendment) which will be incorporated by reference into each Global global Note and each Definitive definitive Note, in the latter case only if permitted by the relevant stock exchange or all legal and other relevant authority (if any) regulatory requirements and agreed by Permanent Master the Issuer PLC (referred to in the Base Prospectus as the MASTER ISSUER or the ISSUING ENTITY) and the relevant Dealer(s) and/or Manager(s) Dealer at the time of issue but, if not so permitted and agreed, such Definitive definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Final Terms in relation to the relevant Series and Class any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these the following Terms and Conditions, replace or modify these the following Terms and Conditions for the purpose of such Series and Class of Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Temporary Global Note, Permanent Global Note and each Definitive definitive Note. The Notes are constituted by the Master Issuer Trust Deed. The security for the Notes is created pursuant to, and on the terms set out in, the Master Issuer Deed of Charge. By the Master Issuer Paying Agent and Agent Bank Agreement, provision is Reference should be made for, inter alia, the payment of principal and interest in respect to “Form of the Notes” above for a description of the content of Final Terms which will include the definitions of certain terms used in the following Terms and Conditions or specify which of such terms are to apply in relation to the relevant Notes. This Note is one of a Series (as defined below) of Notes issued by Countrywide Financial Corporation (the “Issuer”) constituted by a Trust Deed dated 15 August, 2005 (such Trust Deed as modified and/or supplemented and/or restated from time to time, the “Trust Deed”) made between the Issuer, Countrywide Home Loans, Inc. as guarantor (the “Guarantor”) and Deutsche Trustee Company Limited (the “Trustee”, which expression shall include any successor as trustee). References herein to the NOTES shall, unless the context otherwise requires, “Notes” shall be references to all the Notes issued by the Master Issuer and constituted by the Master Issuer Trust Deed of this Series and shall mean:

TERMS AND CONDITIONS OF THE NOTES. The following are the terms and conditions (the CONDITIONS, and any reference to a CONDITION shall be construed accordingly) of each Series and Class of the Notes in (the form (subject to amendment"Conditions") which will be incorporated by reference into each Global global Note and each Definitive definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by Permanent Master the relevant Issuer PLC (referred to in the Base Prospectus as the MASTER ISSUER or the ISSUING ENTITY) and the relevant Dealer(s) and/or Manager(s) Dealer at the time of issue but, if not so permitted and agreed, such Definitive each definitive Note will have endorsed thereon or attached thereto such Conditions. The Final Terms term "Issuer" as used in these Conditions refers to the Issuer specified as such in the applicable Pricing Supplement in relation to a particular Tranche of Notes. The applicable Pricing Supplement in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Conditions, replace or modify the following Conditions for the purpose of such Notes. The applicable Pricing Supplement (or the relevant provisions thereof) will be endorsed upon, or attached to, each global Note and each definitive Note. Reference should be made to the applicable Pricing Supplement, which will specify which terms are to apply in relation to the relevant Notes. This Note is one of a Series and Class of Notes issued by the Issuer specified as such in the applicable Pricing Supplement (as defined below), being either Alpha Services and Holdings S.A. ("Alpha Holdings") or Alpha Bank S.A. ("Alpha Bank") (together, the "Issuers" and references in these Conditions to the "Issuer" are to the relevant Issuer of such Notes as specified in the applicable Pricing Supplement), the notes of such Series being hereinafter called the "Notes", which expression shall mean (i) in relation to any Notes represented by a global Note, units of each Specified Denomination in the Specified Currency, (ii) definitive Notes issued in exchange for a global Note and (iii) any global Note, each as issued in accordance with an amended and restated Fiscal Agency Agreement (the "Agency Agreement", which expression shall include any amendments or supplements thereto) dated 6 July 2022 and made between the Issuers and Citibank, N.A., London Branch in its capacity as Issuing and Principal Paying Agent (the "Agent", which expression shall include any successor to Citibank, N.A., London Branch in its capacity as such) and the other Paying Agents named therein (the "Paying Agents", which expression shall include the Agent and any substitute or additional Paying Agents appointed in accordance with the Agency Agreement). The Notes and the Coupons (as defined below) have the benefit of an amended and restated deed of covenant (the "Deed of Covenant", which expression shall include any amendments or supplements thereto) dated 6 July 2022 executed by the Issuers in relation to the Notes. The original Deed of Covenant is held by the Agent. Interest bearing definitive Notes will (unless otherwise indicated in the applicable Pricing Supplement) have interest coupons ("Coupons") and, in the case of Notes which, when issued in definitive form, have more than 27 interest payments remaining, talons for further Coupons ("Talons") attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. The applicable final terms of the Notes are set out in Part A of the Pricing Supplement for this Note. Such Pricing Supplement (or the relevant provisions thereof) is attached hereto or endorsed hereon and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions (the "Conditions" and references to a numbered "Condition" shall be construed accordingly), replace or modify these Conditions for the purposes of this Note. Supplements to these Conditions for this Note may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify these Conditions for the purpose purposes of such Series and Class of Notesthis Note. References herein to "applicable Pricing Supplement" are to the Pricing Supplement attached hereto or endorsed hereon. The applicable Final Terms Pricing Supplement for each Tranche of Notes will state in particular whether this Note is a senior preferred Note (a "Senior Preferred Note") a senior non-preferred Note (a "Senior Non-Preferred Note") or the relevant provisions thereof) will be endorsed upon, or attached to, each Global a tier 2 Note and each Definitive (a "Tier 2 Note"). The Notes are constituted by shall be issued under the Master provisions of Articles 59 to 74 (inclusive) of Law 4548/2018 and Article 14 of Law 3156/2003 (together, the "Greek Bond Laws"). For the purposes of the Greek Bond Laws, the Issuer Trust Deedshall appoint an agent of the holders of such Notes (the "Noteholders Agent") in accordance with Condition 15 below. The security Further, for the Notes is created pursuant topurposes of Article 60 of Law 4548/2018, and on these Conditions will constitute the terms set out in, the Master Issuer Deed of Charge. By the Master Issuer Paying Agent and Agent Bank Agreement, provision is made for, inter alia, the payment of principal and interest in respect programme of the Notes. References herein If, in respect of any Notes, a Noteholders Agent is not required to be so appointed, references in these Conditions to the NOTES shall, unless Noteholders Agent and the context otherwise requires, be references to all the Notes issued by the Master Issuer and constituted by the Master Issuer Trust Deed and shall mean:Noteholders Agency Agreement (as defined below) are not applicable.

TERMS AND CONDITIONS OF THE NOTES. The following are is the text of the terms and conditions (that, subject to completion and amendment and as supplemented or varied in accordance with the CONDITIONSprovisions of the relevant Pricing Supplement, and any reference to a CONDITION shall be construed accordingly) of each Series and Class of applicable to the Notes in the definitive form (subject to amendment) which will be incorporated by reference into each Global Note and each Definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) issued in exchange for the Global Note(s) representing each Series. Either (i) the full text of these terms and agreed conditions together with the relevant provisions of the Pricing Supplement or (ii) these terms and conditions as so completed, amended, supplemented or varied (and subject to simplification by Permanent Master Issuer PLC the deletion of non-applicable provisions), shall be endorsed on the Bearer Notes or on the Certificates relating to the Registered Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to them in the relevant Pricing Supplement. Those definitions will be endorsed on the definitive Notes or Certificates, as the case may be. References in the Conditions to “Notes” are to the Notes of one Series only, not to all Notes that may be issued under the Programme. This Note is one of a Series (as defined below) of Notes issued by Dah Sing Bank Limited (“DSB”) or Dah Sing MTN Financing Limited (“DSMFL”), Dah Sing SAR Financing Limited (“DSSFL”) or any additional issuer which has acceded to the Programme by executing a deed of adherence (the “Deed of Adherence”) pursuant to the terms of the Agency Agreement referred to in below (each a “New Issuer” and together with DSSFL and DSMFL, the Base Prospectus as the MASTER ISSUER or the ISSUING ENTITY“Guaranteed Issuers” and each a “Guaranteed Issuer”) and the relevant Dealer(s) and/or Manager(s) at the time of issue but(each, if not so permitted and agreed, such Definitive Note will have endorsed thereon or attached thereto such Conditions. The Final Terms in relation to the relevant Series and Class of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify these Conditions for the purpose of such Series and Class of Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and each Definitive Note. The Notes are constituted by the Master Issuer Trust Deed. The security for the Notes is created pursuant to, and on the terms set out in, the Master Issuer Deed of Charge. By the Master Issuer Paying Agent and Agent Bank Agreement, provision is made for, inter alia, the payment of principal and interest in respect of the Notes. References herein to the NOTES shall, unless the context otherwise requires, be references to all the Notes issued by it, the Master Issuer and constituted “Issuer”) pursuant to the Agency Agreement (as defined below). Issues of Notes by the Master Issuer Trust Deed and Guaranteed Issuers will be guaranteed by DSB (in such capacity, the “Guarantor”). References to the Guarantor shall mean:only be relevant in the context of an issue of Notes by a Guaranteed Issuer.

TERMS AND CONDITIONS OF THE NOTES. The following is the text of the terms and conditions that, subject to completion and amendment and as supplemented or varied in accordance with the provisions of the relevant Pricing Supplement, shall be applicable to the Notes in definitive form (if any) issued in exchange for the Global Note(s) or the Global Certificate representing each Series. Either (i) the full text of these terms and conditions together with the relevant provisions of the Pricing Supplement or (ii) these terms and conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on such Bearer Notes or on the Certificates relating to such Registered Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to them in the relevant Pricing Supplements. Those definitions will be endorsed on the definitive Notes or Certificates, as the case may be. References in the Conditions to “Notes” are to the Notes of one Series only, not to all Notes that may be issued under the Programme. The Notes are part of a Series (as defined below) of Notes issued by China Zheshang Bank Co., Ltd. 浙 商 銀 行 股 份 有 限 公 司 (the “Bank”) or China Zheshang Bank Co., Ltd. (Hong Kong Branch) (the “Hong Kong Branch”) as specified hereon (the “Issuer”) and are issued pursuant to a fiscal agency agreement (as amended, restated or supplemented as at the Issue Date, the “Fiscal Agency Agreement”) dated 4 January 2021 which has been entered into in relation to the Notes between the Bank (on behalf of itself and on behalf of the Hong Kong Branch), Citicorp International Limited as fiscal agent, CMU lodging and paying agent and the other agents named in it and with the benefit of a Deed of Covenant (as amended, restated or supplemented as at the Issue Date, the “Deed of Covenant”) dated 4 January 2021 executed by the Bank (on behalf of itself and on behalf of the Hong Kong Branch) in relation to the Notes. The fiscal agent, the CMU lodging and paying agent, the other paying agents, the registrar, the transfer agent(s) and the calculation agent(s) for the time being (if any) are referred to below respectively as the “Fiscal Agent”, the “CMU Lodging and Paying Agent”, the “Paying Agents” (which expression shall include the Fiscal Agent and the CMU Lodging and Paying Agent), the “Registrar”, the “Transfer Agents” (which expression shall include the Registrar) and the “Calculation Agent(s)” (such Fiscal Agent, CMU Lodging and Paying Agent, Paying Agents, Registrar and Transfer Agent(s) being together referred to as the “Agents”). For the purposes of these terms and conditions (the CONDITIONS“Conditions”), and any all references to the Fiscal Agent shall, with respect to a Series of Notes to be held in the CMU, be deemed to be a reference to a CONDITION the CMU Lodging and Paying Agent and all such references shall be construed accordingly) of each Series and Class . Copies of the Fiscal Agency Agreement and the Deed of Covenant are available for inspection during usual business hours at the specified offices of the Paying Agents. The Noteholders (as defined below), the holders of the interest coupons (the “Coupons”) relating to interest bearing Notes in the bearer form (subject to amendment) which will be incorporated by reference into each Global Note and each Definitive Noteand, where applicable in the latter case only if permitted by of such Notes, talons for further Coupons (the relevant stock exchange or other relevant authority “Talons”) (if any) and agreed by Permanent Master Issuer PLC (referred to in the Base Prospectus as the MASTER ISSUER or the ISSUING ENTITY“Couponholders”) and the relevant Dealer(s) and/or Manager(s) at holders of the time of issue but, if not so permitted and agreed, such Definitive Note will have endorsed thereon or attached thereto such Conditions. The Final Terms in relation to the relevant Series and Class of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify these Conditions receipts for the purpose of such Series and Class of Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and each Definitive Note. The Notes are constituted by the Master Issuer Trust Deed. The security for the Notes is created pursuant to, and on the terms set out in, the Master Issuer Deed of Charge. By the Master Issuer Paying Agent and Agent Bank Agreement, provision is made for, inter alia, the payment of instalments of principal (the “Receipts”) relating to Notes in bearer form of which the principal is payable in instalments are entitled to the benefit of and interest in respect are deemed to have notice of all the provisions of the Notes. References herein Fiscal Agency Agreement applicable to the NOTES shall, unless the context otherwise requires, be references to all the Notes issued by the Master Issuer and constituted by the Master Issuer Trust Deed and shall mean:them.

TERMS AND CONDITIONS OF THE NOTES. The following are the terms Terms and conditions (the CONDITIONS, and any reference to a CONDITION shall be construed accordingly) of each Series and Class Conditions of the Notes in the form (subject to amendment) which will be incorporated by reference into each Global Note (as defined below) and each Definitive definitive Note, in the latter case only if permitted by the relevant stock exchange London Stock Exchange or other relevant authority (if any) and agreed by Permanent Master the relevant Issuer PLC (referred to in the Base Prospectus as the MASTER ISSUER or the ISSUING ENTITY) and the relevant Dealer(s) and/or Manager(s) Dealer at the time of issue but, if not so permitted and agreed, such Definitive definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Final Terms in relation to the relevant Series and Class any Tranche of Notes may specify other terms will complete the following Terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify these Conditions for the purpose of such Series Notes, including specifying whether or not certain provisions of the following Terms and Class of Conditions apply to such Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and each Definitive definitive Note. The This Note is one of a Series (as defined below) of Notes are issued by Xxxxxx Xxxxx Plc ("Xxxxxx Xxxxx") or Xxxxxx Xxxxx Utilities Finance Plc ("STUF" and, together with Xxxxxx Xxxxx, the "Issuers" and each an "Issuer") constituted by a Trust Deed dated 18 December 2000 (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Master Issuer "Trust Deed") and made between the Issuers, Xxxxxx Xxxxx Water Limited ("STWL" or the "Guarantor") in its capacity as guarantor of Notes issued by STUF and The Law Debenture Trust Corporation p.l.c. The security as trustee (the "Trustee", which expression shall include any successor trustee) for the holders of the Notes is created pursuant to(the "Noteholders" or "holders" which expression shall mean in relation to Notes in definitive form, the bearers thereof, and on shall, in relation to Notes represented by a Global Note, be construed as provided below). References in these Terms and Conditions to the terms set out in, "Issuer" shall be to the Master Issuer Deed of Charge. By the Master Issuer Paying Agent and Agent Bank Agreement, provision is made for, inter alia, the payment of principal and interest in respect of the Notesrelevant Notes specified as such in the applicable Final Terms (as defined below). References herein in these Terms and Conditions to the NOTES shall, unless "Guarantor" shall only be applicable if STUF is specified as the context otherwise requires, Issuer of the Notes in the applicable Final Terms. References in these Terms and Conditions to the "Notes" shall be references to all the Notes issued by the Master Issuer and constituted by the Master Issuer Trust Deed of this Series and shall mean:

TERMS AND CONDITIONS OF THE NOTES. The following are the terms Terms and conditions (the CONDITIONS, and any reference to a CONDITION shall be construed accordingly) of each Series and Class Conditions of the Notes in the form (subject to amendment) which will be incorporated by reference into each Global Note (as defined below) and each Definitive definitive Note, in the latter case only if permitted by the rules of the relevant stock exchange or other relevant authority (if any) and agreed by Permanent Master the Issuer PLC (referred to in the Base Prospectus as the MASTER ISSUER or the ISSUING ENTITY) and the relevant Dealer(s) and/or Manager(s) Dealer at the time of issue but, if not so permitted and agreed, such Definitive definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The Final Terms applicable Pricing Supplement in relation to the relevant Series and Class any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these the following Terms and Conditions, replace or modify these the following Terms and Conditions for the purpose of such Series and Class of Notes. The applicable Final Terms Pricing Supplement (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and each Definitive definitive Note. The Notes are constituted by the Master Issuer Trust Deed. The security for the Notes is created pursuant to, and on the terms set out in, the Master Issuer Deed of Charge. By the Master Issuer Paying Agent and Agent Bank Agreement, provision is Reference should be made for, inter alia, the payment of principal and interest in respect to "Form of the Notes"; for a description of the content of Pricing Supplements which will specify which of such terms are to apply in relation to the relevant Notes. This Note is one of a Series (as defined below) of Notes issued by MBNA Europe Funding plc (the "Issuer") constituted by a Trust Deed dated 7th May, 1999 (as modified and/or supplemented from time to time, (the “Trust Deed“)) made between the Issuer, MBNA America Bank, National Association (the “Guarantor“) and Deutsche Trustee Company Limited (formerly known as Bankers Trustee Company Limited) (the “Trustee“, which expression shall include any successor as trustee). References herein to the NOTES shall, unless the context otherwise requires, “Notes“ shall be references to all the Notes issued by the Master Issuer and constituted by the Master Issuer Trust Deed of this Series and shall mean:

TERMS AND CONDITIONS OF THE NOTES. The following are is the text of the terms and conditions that, subject to completion and amendment and as supplemented or varied in accordance with the provisions of the relevant Pricing Supplement, shall be applicable to the Notes in definitive form (if any) issued in exchange for the Global Note(s) representing each Series. Either (i) the full text of these terms and conditions together with the relevant provisions of the Pricing Supplement or (ii) these terms and conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on the Bearer Notes or on the Certificates relating to the Registered Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to them in the relevant Pricing Supplement. Those definitions will be endorsed on the definitive Notes or Certificates, as the case may be. References in the Conditions to “Notes” are to the Notes of one Series only, not to all Notes that may be issued under the Programme. This Note is one of a Series (as defined below) of Notes issued by Dah Sing Bank Limited (“DSB”) or Dah Sing MTN Financing Limited (“DSMFL”), Dah Sing SAR Financing Limited (“DSSFL”) or any additional issuer which has acceded to the Programme by executing a deed of adherence (the CONDITIONS“Deed of Adherence”) pursuant to the terms of the Agency Agreement referred to below (each a “New Issuer” and together with DSSFL and DSMFL, the “Guaranteed Issuers” and any each a “Guaranteed Issuer”) (each, in relation to Notes issued by it, the “Issuer”) pursuant to the Agency Agreement (as defined below). Issues of Notes by the Guaranteed Issuers will be guaranteed by DSB (in such capacity, the “Guarantor”). References to the Guarantor shall only be relevant in the context of an issue of Notes by a Guaranteed Issuer. The Notes are issued pursuant to an Agency Agreement dated 14th June, 2002 (as amended and restated on 19th December, 2006 and otherwise as amended or supplemented as at the Issue Date, the “Agency Agreement”) between DSMFL, DSSFL, DSB, Deutsche Bank AG, London Branch (or, if so specified in the Pricing Supplement (as defined in the Agency Agreement), Deutsche Bank AG, Hong Kong Branch) as fiscal agent, Deutsche Bank AG, Hong Kong Branch as lodging agent for Notes to be held in the Central Moneymarkets Unit Service operated by the Hong Kong Monetary Authority (the “CMU Service”), Deutsche Bank AG, Hong Kong Branch as registrar and the other agents named in it and with the benefit of a Deed of Covenant dated 14th June, 2002 (as amended and restated on 8th September, 2003 and otherwise as amended or supplemented as at the Issue Date, the “Deed of Covenant”) executed by DSMFL, DSSFL and DSB in relation to the Notes and the Deed of Guarantee (as defined below) dated 14th June, 2002 (as amended and restated on 8th September, 2003) executed by DSB in relation to the Notes. The fiscal agent, the CMU lodging agent, the paying agents, the registrar, the transfer agents and the calculation agent(s) for the time being (if any) are referred to below respectively as the “Fiscal Agent”, the “CMU Lodging Agent”, the “Paying Agents” (which expression shall include the Fiscal Agent and the CMU Lodging Agent), the “Registrar”, the “Transfer Agents” and the “Calculation Agent(s)”. For the purposes of these Conditions, all references to the Fiscal Agent shall, with respect to a Series of Notes to be held in the CMU Service, be deemed to be a reference to a CONDITION the CMU Lodging Agent and all such references shall be construed accordingly) of each Series and Class . The Noteholders (as defined below), the holders of the interest coupons (the “Coupons”) relating to interest bearing Notes in the bearer form (subject to amendment) which will be incorporated by reference into each Global Note and each Definitive Noteand, where applicable in the latter case only if permitted by of such Notes, talons for further Coupons (the relevant stock exchange or other relevant authority “Talons”) (if any) and agreed by Permanent Master Issuer PLC (referred to in the Base Prospectus as the MASTER ISSUER or the ISSUING ENTITY“Couponholders”) and the relevant Dealer(s) and/or Manager(s) at holders of the time of issue but, if not so permitted and agreed, such Definitive Note will have endorsed thereon or attached thereto such Conditions. The Final Terms in relation to the relevant Series and Class of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify these Conditions receipts for the purpose of such Series and Class of Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and each Definitive Note. The Notes are constituted by the Master Issuer Trust Deed. The security for the Notes is created pursuant to, and on the terms set out in, the Master Issuer Deed of Charge. By the Master Issuer Paying Agent and Agent Bank Agreement, provision is made for, inter alia, the payment of instalments of principal and interest (the “Receipts”) relating to Notes in respect bearer form of which the principal is payable in instalments are deemed to have notice of all of the Notesprovisions of the Agency Agreement applicable to them. References herein to Copies of the NOTES shallAgency Agreement, unless the context otherwise requiresDeed of Covenant and the Deed of Guarantee are available for inspection at the specified offices of each of the Paying Agents, be references to all the Notes issued by Registrar and the Master Issuer and constituted by the Master Issuer Trust Deed and shall mean:Transfer Agents.