IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ...

249 Pages·2015·1.41 MB·English

IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE
U.S.
IMPORTANT: You must read the following before continuing. The following applies to the prospectus
attached to this electronic transmission, and you are therefore advised to read this carefully before reading,
accessing or making any other use of the prospectus. In accessing the prospectus, you agree to be bound by
the following terms and conditions, including any modifications to them at any time you receive any
information from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF THE ISSUER IN THE
UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE
NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES. THE NOTES MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT IN CERTAIN
TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE
FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN
PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS.
ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS PROSPECTUS IN WHOLE OR
IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
This prospectus has been delivered to you on the basis that you are a person into whose possession this
prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located
and you may not, nor are you authorised to, deliver this prospectus to any other person. In order to be eligible
to view this prospectus or make an investment decision with respect to the securities, investors must not be
U.S. persons (within the meaning of Regulation S under the Securities Act). This prospectus is being sent at
your request and by accessing the prospectus, you shall be deemed to have confirmed and represented to us
that (i) you have understood and agree to the terms set out herein, (ii) you consent to delivery of the
prospectus by electronic transmission, (iii) you are not a U.S. person (within the meaning of Regulation S
under the Securities Act) or acting for the account or benefit of a U.S. person and the electronic mail address
that you have given to us and to which this e-mail has been delivered is not located in the United States, its
territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands) or the District of Columbia and (iv) if you are a person in the
United Kingdom, then you are a person who (A) has professional experience in matters relating to investments
within Article 19 of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the “FPO”) or
(B) is a high net worth entity falling within Article 49(2)(a) to (d) of the FPO.
This prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via
this medium may be altered or changed during the process of electronic transmission and consequently neither
Residential Mortgage Securities 28 Plc, the Joint Lead Managers (as defined herein) nor any person who
controls any of them respectively (nor any director, officer, employee or agent of it or affiliate of any such
person) accepts any liability or responsibility whatsoever in respect of any difference between the prospectus
distributed to you in electronic format and the hard copy version available to you on request from the Joint
Lead Managers (as defined herein).
RMS 28
Residential Mortgage Securities 28 Plc
(Incorporated under the laws of England and Wales with limited liability under registered number 9386653)

Interest Reference Final
Rate on Floating Relevant Relevant Maturity
Initial Rate Notes / Margin prior Margin Date / X2
Principal Issue Margin on Fixed to Step-Up following Maturity Ratings S&P
Notes Amount Price Rate Notes Date Step-Up Date Date /Moody’s
A £370,500,000 100.00% Three-Month 1.15% per 1.73% per June 2046 AAA by S&P
Sterling LIBOR annum annum and Aaa by
Moody’s
B £54,600,000 100.00% Three-Month 1.65% per 2.48% per June 2046 AA by S&P
Sterling LIBOR annum annum and Aa1 by
Moody’s
C £38,000,000 100.00% Three-Month 2.00% per 3.00% per June 2046 A by S&P and
Sterling LIBOR annum annum A2 by
Moody’s
D £14,000,000 100.00% Three-Month 2.50% per 3.50% per June 2046 BBB+ by S&P
Sterling LIBOR annum annum and Baa3 by
Moody’s
E £15,200,000 100.00% Three-Month 3.35% per 4.35% per June 2046 BBB- by S&P
Sterling LIBOR annum annum and Ba2 by
Moody’s
F1 £5,100,000 100.00% Three-Month 4.50% per 6.75% per June 2046 Not
Sterling LIBOR annum annum Applicable
F2 £5,100,000 100.00% Three-Month 4.50% per 6.75% per June 2046 Not
Sterling LIBOR annum annum Applicable
F3 £5,100,000 100.00% Three-Month 4.50% per 6.75% per June 2046 Not
Sterling LIBOR annum annum Applicable
Z £16,321,000 100.00% Three-Month 4.50% per 0.50% per June 2046 Not
Sterling LIBOR annum annum Applicable
X1 £25,400,000 Not 5.00% per annum Not Not June 2046 Not
Applicable Applicable Applicable Applicable
X2 £100,000 Not Not Applicable Residual Not Step-Up Not
Applicable Revenue Applicable Date Applicable
R £100,000 Not Not Applicable Not Residual June 2046 Not
Applicable Applicable Revenue Applicable

The date of this Prospectus is 20 March 2015
Arranger
Morgan Stanley
Joint Lead Managers
Citi Credit Suisse Morgan Stanley
Issue Date The Issuer expects to issue the Notes in the classes set out above on 20
March 2015 (the “Issue Date”).
Underlying Assets The Issuer will make payments on the Notes from, inter alia, payments
of principal and revenue received from a portfolio comprising mortgage
loans acquired by Kayl PL S.à r.l (“Kayl”) and secured over residential
properties located in England and Wales and Scotland which will be
purchased by the Issuer on the Issue Date. Substitution of the loans
contained in the Mortgage Pool may occur in accordance with the
terms described herein.
Please refer to the section entitled “Constitution of the Mortgage Pool –
The Mortgage Pool” for further information.
Credit Enhancement • amounts standing to the credit of the Non-Liquidity Reserve
Fund Ledger;
• any Available Revenue Funds in excess of senior costs and
interest due on the Rated Notes (“Excess Spread”) (if any);
and
• the subordination of junior ranking Notes upon enforcement.
Please refer to the section entitled “Credit Structure” for further
information.
Subordinated Loan Facility Kayl (the “Subordinated Lender”) will provide a subordinated loan
facility (the “Subordinated Loan Facility”) pursuant to which the
Subordinated Lender (or one of its affiliates) may on request, at any
time and at its discretion, make available to the Issuer advances in
sterling to fund any Issuer Payment Amounts.
All advances will be initially credited to a separate ledger of the
Transaction Account (the “Shortfall Ledger”) from where amounts
may be debited for the payment of Issuer Payment Amounts.
Each advance shall bear interest at a rate of 3 Month Sterling LIBOR
plus 4.5% on the outstanding balance of the advance. All such
advances shall be repaid out of Available Revenue Funds and Available
Principal Funds pursuant to the Priorities of Payment.
Liquidity Support • Amounts standing to the credit of the Liquidity Reserve Fund
Ledger;
• Available Principal Funds applied to make up any Revenue
Shortfall in respect of the A Notes; and
• Available Principal Funds applied to make up any shortfall in
respect of the B Notes, the C Notes, the D Notes and the E
Notes, in each case subject to the relevant PDL Condition.
Please refer to the section entitled “Credit Structure” for further
information.
Redemption Provisions Information on any optional and mandatory redemption of the Notes is
summarised on page 4 (“Transaction Overview –Terms and Conditions
of the Notes – Redemption” and set out in full in Condition 5
(Redemption).

(iii)
Credit Rating Agencies In general, European regulated investors are restricted from using a
rating for regulatory purposes if such rating is not issued by a credit
rating agency established in the European Community and registered
under the CRA Regulation unless the rating is provided by a credit
rating agency operating in the European Community before 7 June
2010 which has submitted an application for registration in accordance
with the CRA Regulation and such registration is not refused.
Each of S&P and Moody’s is established in the EU and is registered
under the CRA Regulation.
Credit Ratings Ratings are expected to be assigned to the A Notes, the B Notes, the C
Notes, the D Notes and the E Notes (together the “Rated Notes”) as
set out above on or before the Issue Date.
The ratings assigned by the Rating Agencies address (a) the
likelihood of full and timely payment of interest due to the holders of
the Rated Notes on each Interest Payment Date and (b) full payment
of principal due to the holders of the Rated Notes by a date that is not
later than the Final Maturity Date for the Rated Notes.
The assignment of ratings to the Rated Notes is not a
recommendation to invest in the Rated Notes. Any credit rating
assigned to the Rated Notes may be revised or withdrawn at any
time.
Listing This document comprises a prospectus (the “Prospectus”), for the
purpose of Directive 2003/71/EC as amended (the “Prospectus
Directive”). This Prospectus has been approved by the Central Bank
of Ireland as competent authority under the Prospectus Directive. The
Central Bank of Ireland only approves this Prospectus as meeting the
requirements imposed under Irish and EU law pursuant to the
Prospectus Directive. Application has been made to the Irish Stock
Exchange (the “Irish Stock Exchange”) for the Notes to be admitted
to the official list and to trading on its regulated market. There can be
no assurance that any such approval will be granted or, if granted, that
such listing will be maintained. The regulated market (the “Main
Securities Market”) of the Irish Stock Exchange is a regulated
market for the purposes of Directive 2004/39/EC (the “Markets in
Financial Instruments Directive”).
Obligations The Notes will be obligations of the Issuer alone and will not be
guaranteed by, or be the responsibility of, any other entity. The Notes
will not be obligations of, and will not be guaranteed by, or be the
responsibility of any Transaction Party other than the Issuer.
Definitions Please refer to the section entitled “Glossary of Defined Terms” for
definitions of defined terms.
Retention Undertaking The Seller will undertake in the Retention Letter that it will retain, on
an ongoing basis as an originator within the meaning of the CRR, a
material net economic interest of at least 5% in the securitisation, in
accordance with Article 405(1)(d) of the CRR and Article 51(1)(d) of
the AIFMD Level 2 Regulation (the “Retention Requirement”). In
order to satisfy the Retention Requirement on the Issue Date, the
Seller will purchase and thereafter hold F2 Notes, F3 Notes and Z
Notes in such amounts as to hold the Retained Interest at not less than
the Retention Requirement. On the Issue Date this will represent an
economic outlay and downside exposure. Any change to the manner

(iv)
in which such interest is held will be notified to investors.
The Seller is a direct wholly-owned subsidiary of Kayl Holdco.
Kensington Mortgage Company Limited is an indirect wholly owned
subsidiary of Kayl Holdco. Certain undertakings are given by Kayl
Holdco in the Retention Letter concerning the Retention
Requirement.
Please refer to the section entitled “Retention Requirements and the
Retained Interest” and “Risk Factors – Compliance with European
risk retention requirements”.
THE “RISK FACTORS” SECTION CONTAINS DETAILS OF CERTAIN RISKS AND OTHER
FACTORS THAT SHOULD BE GIVEN PARTICULAR CONSIDERATION BEFORE INVESTING
IN THE NOTES. PROSPECTIVE INVESTORS SHOULD BE AWARE OF THE ISSUES
SUMMARISED WITHIN THAT SECTION.

(v)
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE
UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS. THE NOTES MAY NOT BE
OFFERED OR SOLD DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS. THE NOTES WILL ONLY BE OFFERED AND SOLD
OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS PURSUANT TO THE REQUIREMENTS OF
REGULATION S UNDER THE SECURITIES ACT. THERE IS NO UNDERTAKING TO REGISTER
THE NOTES UNDER STATE OR FEDERAL SECURITIES LAW. THE NOTES CANNOT BE SOLD IN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS UNLESS
THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT IS AVAILABLE.
Each initial and subsequent purchaser of Notes will be deemed, by its acceptance of such Notes to have made
certain acknowledgements, representations and agreements intended to restrict the resale or other transfer
thereof as set forth therein and described in this Prospectus and, in connection therewith, may be required to
provide confirmation of its compliance with such resale or other transfer restrictions in certain cases.
The information contained in this Prospectus was obtained from the Issuer and other sources, but no assurance
is or can be given by the Joint Lead Managers or the Trustee or anyone other than the Issuer as to the
adequacy, accuracy or completeness of such information and this Prospectus does not constitute and shall not
be construed as any representation or warranty by the Joint Lead Managers or the Trustee or anyone other than
the Issuer as to the adequacy, accuracy or completeness of such information contained herein. None of the
Joint Lead Managers or the Trustee or anyone other than the Issuer have independently verified any of the
information contained herein (financial, legal or otherwise) and in making an investment decision, investors
must rely on their own examination of the terms of this Prospectus, including the merits and risks involved.
Delivery of this Prospectus to any person other than the prospective investor and those persons, if any,
retained to advise such prospective investor with respect to the possible offer and sale of the Notes is
unauthorised, and any disclosure of any of its contents for any purpose other than considering an investment in
the Notes is strictly prohibited. A prospective investor shall not be entitled to, and must not rely on, this
Prospectus unless it was furnished to such prospective investor directly by the Issuer or the Joint Lead
Managers.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of its
knowledge and belief (having taken all reasonable care to ensure that such is the case), the information
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information.
The information contained in this Prospectus in the section headed “Characteristics of the Provisional
Mortgage Pool” has been extracted from information provided by the Mortgage Administrator. The Issuer
accepts responsibility for the accuracy of such extracted information but accepts no further or other
responsibility in respect of such information. So far as the Issuer is aware and/or able to ascertain from such
information, no facts have been omitted which would render the information inaccurate or misleading. The
Issuer has not been responsible for, nor has it undertaken, any investigation or verification of statements,
including statements as to foreign law, contained in the information. The Issuer does not make any
representation or warranty, expressed or implied, as to the accuracy or completeness of the information and
prospective investors in the Notes should not rely upon, and should make their own independent investigations
and enquiries in respect of, the same.
Where third party information has been used in this Prospectus, the source of such information has been
identified. In the case of the presented statistical information, similar statistics may be obtainable from other
sources, although the underlying assumptions and methodology, and consequently the resulting data, may vary

(vi)
from source to source. Where information has been sourced from a third party, such publications generally
state that the information they contain has been obtained from sources believed to be reliable but that the
accuracy and completeness of such information is not guaranteed. As far as the Issuer is aware and able to
ascertain from the information published by such third party sources, this information has been accurately
reproduced and no facts have been omitted that would render the reproduction of this information inaccurate
or misleading.
None of the Issuer, the Joint Lead Managers, the Trustee or any other person makes any representation to any
prospective investor or purchaser of the Notes regarding the legality of investment therein by such prospective
investor or purchaser under applicable legal investment or similar laws or regulations and prospective
investors should consult their legal advisers to determine whether and to what extent the investment in the
Notes constitute a legal investment for them.
EACH PERSON RECEIVING THIS PROSPECTUS ACKNOWLEDGES THAT (I) SUCH PERSON HAS
BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW, AND HAS RECEIVED, ALL
ADDITIONAL INFORMATION CONSIDERED BY IT TO BE NECESSARY TO VERIFY THE
ACCURACY OF OR TO SUPPLEMENT THE INFORMATION HEREIN, (II) SUCH PERSON HAS NOT
RELIED ON THE JOINT LEAD MANAGERS OR ANY PERSON AFFILIATED WITH THE JOINT
LEAD MANAGERS IN CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OF SUCH
INFORMATION OR ITS INVESTMENT DECISION, (III) NO PERSON HAS BEEN AUTHORISED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION REGARDING THE NOTES
OTHER THAN AS CONTAINED HEREIN, AND IF GIVEN OR MADE, ANY SUCH OTHER
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORISED, AND (IV) NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER WILL CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SINCE THE DATE HEREOF. EACH PROSPECTIVE PURCHASER
SHOULD CONSULT ITS OWN BUSINESS, LEGAL AND TAX ADVISERS FOR INVESTMENT,
LEGAL AND TAX ADVICE AND AS TO THE DESIRABILITY AND CONSEQUENCES OF AN
INVESTMENT IN THE NOTES.
This Prospectus comprises a prospectus for the purposes of the Prospectus Directive and for the purpose of
giving information with regard to the Issuer and the Notes which according to the particular nature of the
Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and
liabilities, financial position, profit and losses and prospects of the Issuer. The Issuer accepts responsibility
for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (which
has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in
accordance with the facts and does not omit anything likely to affect the import of such information.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint Lead
Managers to subscribe for or purchase any of the Notes. The distribution of this Prospectus and the offering
of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus
comes are required by the Issuer and the Joint Lead Managers to inform themselves about and to observe any
such restrictions.
For a description of further restrictions on offers and sales of the Notes and distribution of this Prospectus, see
“Purchase and Sale” below.
No person is authorised to give any information or to make any representation not contained in this Prospectus
and any information or representation not so contained must not be relied upon as having been authorised by
or on behalf of the Issuer or Wells Fargo Trust Corporation Limited (the “Trustee”) or the Joint Lead
Managers. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer since the date
hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there
has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which
this Prospectus has been most recently amended or supplemented or that the information contained in it or any
other information supplied in connection with the Notes is correct as of any time subsequent to the date on
which it is supplied or, if different, the date indicated in the document containing the same.

(vii)
To the fullest extent permitted by law, none of the Joint Lead Managers or the Trustee or anyone other than
the Issuer accepts any responsibility whatsoever for the contents of this Prospectus or for any other statement,
made or purported to be made by the Joint Lead Managers or the Trustee or any other person or on their
behalf in connection with the Issuer or the issue and offering of the Notes. Each of the Joint Lead Managers,
the Trustee or anyone other than the Issuer accordingly disclaims all and any liability whether arising in tort or
contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or
any such statement.
Any information sourced from third parties contained in this Prospectus has been accurately reproduced (and
is clearly sourced where it appears in this Prospectus) and, as far as the Issuer is aware and is able to ascertain
from information published by that third party, no facts have been omitted which would render the reproduced
information inaccurate or misleading.
The Notes have not been and will not be registered under the Securities Act and are subject to U.S. tax law
requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the
United States or to U.S. persons.
Payments of interest and principal in respect of the Notes will be subject to any applicable withholding taxes
without the Issuer being obliged to pay additional amounts thereof. References in this Prospectus to “£”,
“pounds” or “sterling” are to the lawful currency for the time being of the United Kingdom of Great Britain
and Northern Ireland and references to “Euro”, “EUR” and “€” are to the lawful currency of the member
states of the European Union that adopt the single currency in accordance with the Treaty on the Functioning
of the European Union, as amended from time to time.

(viii)
TABLE OF CONTENTS
TRANSACTION OVERVIEW – TERMS AND CONDITIONS OF THE NOTES ........................................... 1
RISK FACTORS .................................................................................................................................................. 8
RIGHTS OF NOTEHOLDERS AND RELATIONSHIP WITH OTHER SECURED CREDITORS .............. 49
USE OF PROCEEDS ......................................................................................................................................... 68
THE ISSUER...................................................................................................................................................... 69
CAPITALISATION STATEMENT ................................................................................................................... 71
THE MORTGAGE ADMINISTRATOR, THE CASH/BOND ADMINISTRATOR AND THE
SPECIAL SERVICER ................................................................................................................................. 72
THE GUARANTOR .......................................................................................................................................... 73
THE LEGAL TITLE-HOLDERS ...................................................................................................................... 74
THE SELLER ..................................................................................................................................................... 75
THE STANDBY CASH/BOND ADMINISTRATOR ...................................................................................... 76
THE TRUSTEE AND THE SECURITY TRUSTEE ........................................................................................ 77
THE INVESTMENT ACCOUNT PROVIDER, ACCOUNT BANK AND GIC PROVIDER ......................... 78
THE COLLECTION ACCOUNT PROVIDER ................................................................................................. 79
THE MORTGAGE ADMINISTRATION FACILITATOR AND THE CORPORATE SERVICES
PROVIDER .................................................................................................................................................. 80
CONSTITUTION OF THE MORTGAGE POOL ............................................................................................. 81
CHARACTERISTICS OF THE PROVISIONAL COMPLETION MORTGAGE POOL ................................ 94
TITLE TO THE MORTGAGE POOL ............................................................................................................. 117
SALE OF THE MORTGAGE POOL .............................................................................................................. 118
CREDIT STRUCTURE ................................................................................................................................... 125
ADMINISTRATION, SERVICING AND CASH MANAGEMENT OF THE MORTGAGE POOL ........... 133
WEIGHTED AVERAGE LIVES OF THE NOTES ........................................................................................ 137
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ..................... 139
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 142
UNITED KINGDOM TAXATION ................................................................................................................. 182
U.S. FOREIGN ACCOUNT TAX COMPLIANCE ........................................................................................ 184
PURCHASE AND SALE ................................................................................................................................. 185
GENERAL INFORMATION........................................................................................................................... 188
GLOSSARY OF DEFINED TERMS ............................................................................................................... 190

(ix)
Diagrammatic Overview of the Transaction

Diagrammatic Overview of Ongoing Cash Flow

(x)