Common use of Form, Denomination and Title Clause in Contracts

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

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

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

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

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

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

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

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

Form, Denomination and Title. The Notes shall be issued only are in fully registered form without coupons attached and, in denominations the case of Definitive Registered Note, serially numbered, in the Specified Currency and the Specified Denomination(s); provided that Notes resold pursuant to Rule 144A shall be held in amounts of not less than U.S.$200,000 (or its equivalent in any other currency as at the date of issue of those Notes) and integral multiples provided further that all Notes will have a minimum Specified Denomination of U.S.$1,000 €100,000 (or its equivalent in excess thereof any other currency as at the date of issue of those Notes). Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the relevant Final Terms or the relevant Drawdown Prospectus (referred to as the Specified Denominationcase may be). The Issuer will procure that the register of Noteholders to be kept by the Registrar outside the United Kingdom (the Register). Title Subject as set out below, title to the Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement and the NotesAgreement. The Issuer Issuer, the Trustee and any Agent may to will (except as otherwise required by law and the fullest extent permitted by applicable law Trust Deed) deem and treat the registered holder of any Note as the absolute owner thereof (whether or not the same are overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of the any Global NotesNote, without prejudice to the provisions set out in the next immediately succeeding paragraph. For so long as any of the Notes are is represented by the a Global Notes Note held on behalf of DTCEuroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking, S.A. ("Clearstream"), each person (other than Euroclear or Clearstream, as applicable, each person ) who is for the time being shown in the records of the relevant Clearing System Euroclear or of Clearstream as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream as to the nominal amount of such Notes standing to the account of any person shall be deemed to be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer Issuer, the Trustee and any Agent the Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, for which purpose the registered holder of the relevant Global Notes Note shall be treated by the Issuer Issuer, the Trustee and any Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Notes (Note and the expressions "Noteholder, " and "holder (in relation to any Note) of Notes" and related expressions shall be construed accordingly). For so long as the Depository Trust Company ("DTC") or its nominee is the registered owner or holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under the Trust Deed and the Agency Agreement and the Notes except to the extent that in accordance with DTC's published rules and procedures any ownership rights may be exercised by its participants or beneficial owners through participants. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. Notes which are represented by the a Global Notes Note will be transferable only in accordance with the rules and procedures for the time being of the relevant Clearing System. For so long as any of the Notes are represented by the Global Notes held on behalf of DTC, Euroclear and Clearstream, in as the event of any inconsistency between the procedures set out herein and the applicable rules and operating procedures of the relevant Clearing System, the terms hereof shall be deemed to be amended to reflect the relevant rules and operating procedures of the relevant Clearing System in effect at such timecase may be. References to DTC, Euroclear and and/or Clearstream shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the relevant Final Terms or the relevant Drawdown Prospectus (as the case may be) or as may otherwise be approved by the Issuer Issuer, the Principal Paying Agent and the Fiscal AgentTrustee.

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