Common use of MEETINGS OF NOTEHOLDERS AND MODIFICATION Clause in Contracts

MEETINGS OF NOTEHOLDERS AND MODIFICATION. The Fiscal and Paying Agency Agreement contains provisions for convening meetings of Noteholders to consider matters affecting their interests including modifications by Extraordinary Resolution with respect to the 2015 Notesorthe2023 Notes of the Terms and Conditions of the Notes, the Guarantees and the Fiscal and Paying Agency Agreement. The quorum at any such meeting for passing a resolution proposed as an Extraordinary Resolution will be one or more persons holding or representing a clear majority in principal amount of the 2015 Notes or the 2023 Notes (as applicable) for the time being outstanding, except that at any meeting, the business of which includes, inter alia, (i) modification of the Maturity Date of the 2015 Notes or the 2023 Notes or reduction or cancellation of the principal amount payable upon maturity, (ii) reduction of the amount payable or modification of the payment date in respect of any interest on the 2015 Notes or the 2023 Notes, (iii) modification of the currency in which payments under the Notes are to be made, (iv) modification of the majority required to pass an Extraordinary Resolution or (v) modification of the provisions of the Fiscal and Paying Agency Agreement concerning this exception, the necessary quorum for passing an Extraordinary Resolution will be one or more persons holding or representing not less than two-thirds, or at any adjourned meeting not less than a clear majority, in principal amount of the 2015 Notes or the 2023 Notes (as applicable) for the time being outstanding. Any resolution duly passed at any such meeting shall be binding on all Noteholders (whether or not they were present at such meeting). The Fiscal Agent may agree with the Company and the Guarantor, without the consent of the Noteholders, to any modification to any of the provisions of the Fiscal and Paying Agency Agreement, the Notes or the Guarantee which is of a fonnal, minor or technical nature in the opinion of the Company and the Guarantor or to add any covenant, restriction, condition or provision as the Company and the Guarantor shall consider to be for the protection of the Noteholders or is made for the purpose of curing any ambiguity, or correcting or supplementing any provision contained therein which may be defective or inconsistent with any other provision contained therein, or to make such other provisions in regard to matters or questions arising under the Fiscal and Paying Agency Agreement as shall not adversely affect the interests of the holders of the Notes. Any such modification shall be binding on all the Noteholders, and, if the Fiscal Agent so requires, shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 13.

MEETINGS OF NOTEHOLDERS AND MODIFICATION. (1) Provisions for Meetings The Fiscal and Paying Agency Agreement contains provisions for convening meetings of the Noteholders to consider matters any matter affecting their interests interests, including modifications the modification by Extraordinary Resolution with respect to of these Conditions or the 2015 Notesorthe2023 Notes provisions of the Terms and Conditions of the Notes, the Guarantees and the Fiscal and Paying Agency Agreement. The quorum at any such meeting for passing a resolution proposed as an Extraordinary Resolution will be one or more persons present holding or representing a clear majority more than 50 per cent. in principal amount of the 2015 Notes or the 2023 Notes (as applicable) for the time being outstanding, or at any adjourned meeting one or more persons present whatever the principal amount of the Notes held or represented by him or them, except that at any meeting, meeting the business of which includes, inter alia, (i) includes the modification of the Maturity Date certain of the 2015 Notes or the 2023 Notes or reduction or cancellation of the principal amount payable upon maturity, (ii) reduction of the amount payable or modification of the payment date in respect of any interest on the 2015 Notes or the 2023 Notes, (iii) modification of the currency in which payments under the Notes are to be made, (iv) modification of the majority required to pass an Extraordinary Resolution or (v) modification of the provisions of the Fiscal and Paying Agency Agreement concerning this exception, these Conditions the necessary quorum for passing an Extraordinary Resolution will be one or more persons present holding or representing not less than two-thirds, or at any adjourned meeting not less than a clear majorityone-third, in of the principal amount of the 2015 Notes or the 2023 Notes (as applicable) for the time being outstanding. Any resolution duly An Extraordinary Resolution passed at any such meeting shall of the Noteholders will be binding on all Noteholders (Noteholders, whether or not they were are present at such the meeting). , and on all Couponholders. (2) Modification The Fiscal Agent may agree with the Company and the Guarantoragree, without the consent of the NoteholdersNoteholders or Couponholders, to any modification to of any of these Conditions or any of the provisions of the Fiscal and Paying Agency Agreement, the Notes or the Guarantee which is of a fonnal, minor or technical nature in the opinion of the Company and the Guarantor or to add any covenant, restriction, condition or provision as the Company and the Guarantor shall consider to be for the protection of the Noteholders or is made Agreement either (i) for the purpose of curing any ambiguityambiguity or of curing, or correcting or supplementing any defective provision contained herein or therein or (ii) in any manner which may be defective or inconsistent with any other provision contained therein, or is not materially prejudicial to make such other provisions in regard to matters or questions arising under the Fiscal and Paying Agency Agreement as shall not adversely affect the interests of the holders of the NotesNoteholders. Any such modification shall be binding on all the Noteholders, Noteholders and the Couponholders and, if unless the Fiscal Agent so requiresagrees otherwise, any modification shall be notified by the Issuer to the Noteholders as soon as practicable thereafter in accordance with Condition 13.11. D7

MEETINGS OF NOTEHOLDERS AND MODIFICATION. ‌ The Fiscal and Paying Agency Agreement contains provisions for convening meetings (including by way of Noteholders telephone, videoconference or other electronic platform) of the holders of the Notes of this Series to consider matters affecting their interests interests, including modifications by Extraordinary Resolution with respect to the 2015 Notesorthe2023 Notes of the Terms terms and Conditions conditions of the such Notes, the Guarantees and the Fiscal and Paying Agency Agreement. The quorum at for any such meeting for passing convened to consider a resolution proposed as an Extraordinary Resolution will shall be one or more persons holding or representing a clear majority in principal nominal amount of the 2015 such Notes or the 2023 Notes (as applicable) for the time being outstanding, or at any adjourned such meeting one or more persons being or representing holders of Notes whatever the nominal amount of such Notes for the time being outstanding so held or represented, except that at any meeting, the business of which includes, inter alia, (i) modification of the Maturity Date or, as the case may be, Redemption Month of the 2015 Notes or the 2023 such Notes or reduction or cancellation of the principal nominal amount payable upon maturitymaturity or otherwise, or variation of the method of calculating the amount of principal payable on maturity or otherwise, (ii) reduction of the amount payable or modification of the payment date in respect of any interest on the 2015 in respect of such Notes or variation of the 2023 method of calculating the rate of interest in respect of such Notes, (iii) reduction of any Minimum Interest Rate and/or Maximum Interest Rate, (iv) modification of the currency in which payments under such Notes and/or the Notes Coupons appertaining thereto are to be made, (ivv) modification of the majority required to pass an Extraordinary Resolution or (vvi) modification of the provisions of the Fiscal and Paying Agency Agreement concerning this exception, the necessary quorum for passing an Extraordinary Resolution will be one or more persons holding or representing not less than twothree-thirdsquarters, or at any adjourned such meeting not less than a clear majority, in principal of the nominal amount of the 2015 such Notes or the 2023 Notes (as applicable) for the time being outstanding. Any resolution Extraordinary Resolution duly passed at any such meeting shall will be binding on all Noteholders such holders of Notes (whether or not they were are present at such meeting)) and on all Receiptholders and Couponholders relating to such Notes. The Fiscal Principal Paying Agent may agree with the Company and the Guarantoragree, without the consent of the Noteholdersholders of Notes, Receipts or Coupons of this Series, to any modification to any of the provisions of the Fiscal and Paying Agency Agreement, the Notes or the Guarantee Agreement which is of a fonnalformal, minor or technical nature in the opinion of the Company and the Guarantor or to add any covenant, restriction, condition or provision as the Company and the Guarantor shall consider to be for the protection of the Noteholders or is made for to correct a manifest error. The VP Agent may agree, without the purpose of curing any ambiguity, or correcting or supplementing any provision contained therein which may be defective or inconsistent with any other provision contained therein, or to make such other provisions in regard to matters or questions arising under the Fiscal and Paying Agency Agreement as shall not adversely affect the interests consent of the holders of VP Notes to any modification to any of the Notesprovisions of the VP Arrangements which is of a formal, minor or technical nature or is made to correct a manifest error. Any such modification shall be binding on all the Noteholderssuch holders of Notes, Receiptholders and Couponholders and, if the Fiscal Principal Paying Agent or the VP Agent, as applicable, so requires, shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 1311. Meetings of holders of VP Notes shall be held in accordance with the Agency Agreement and/or the VP Arrangements and in compliance with the relevant regulations of VP. Any person requesting the convening of any such meeting or attending or voting at any such meeting shall be required to provide proof of their appointment as proxy, attorney or representative and/or ownership of Notes satisfactory to the Issuer in the form specified by Issuer in the notice in respect of the relevant meeting given to holders in accordance with Condition 11.

MEETINGS OF NOTEHOLDERS AND MODIFICATION. The Fiscal and Paying Agency Agreement contains provisions for convening meetings of Noteholders to consider matters affecting their interests including modifications by Extraordinary Resolution with respect to the 2015 Notesorthe2023 2013 Notes or the 2033 Notes of the Terms and Conditions of the Notes, the Guarantees Coupons and the Fiscal and Paying Agency Agreement. The quorum at any such meeting for passing a resolution proposed as an Extraordinary Resolution will be one or more persons holding or representing a clear majority in principal amount of the 2015 2013 Notes or the 2023 2033 Notes (as applicable) for the time being outstanding, except that at any meeting, the business of which includes, inter alia, (i) modification of the Maturity Date of the 2015 2013 Notes or the 2023 2033 Notes or reduction or cancellation of the principal amount payable upon maturity, (ii) reduction of the amount payable or modification of the payment date in respect of any interest on the 2015 2013 Notes or the 2023 2033 Notes, (iii) modification of the currency in which payments under the Notes and/or Coupons are to be made, (iv) modification of the majority required to pass an Extraordinary Resolution or (v) modification of the provisions of the Fiscal and Paying Agency Agreement concerning this exception, the necessary quorum for passing an Extraordinary Resolution will be one or more persons holding or representing not less than two-thirds, or at any adjourned meeting not less than a clear majority, in principal amount of the 2015 2013 Notes or the 2023 2033 Notes (as applicable) for the time being outstanding. Any resolution duly passed at any such meeting shall be binding on all Noteholders (whether or not they were present at such meeting)) and on all Couponholders. The Fiscal Agent may agree with the Company and the GuarantorCompany, without the consent of the NoteholdersNoteholders or Couponholders, to any modification to any of the provisions of the Fiscal and Paying Agency Agreement, the Notes or the Guarantee Coupons which is of a fonnalformal, minor or technical nature in the opinion of the Company and the Guarantor or to add any covenant, restriction, condition or provision as the Company and the Guarantor shall consider to be for the protection of the Noteholders or is made for the purpose of curing any ambiguity, or correcting or supplementing any provision contained therein which may be defective or inconsistent with any other provision contained therein, or to make such other provisions in regard to matters or questions arising under the Fiscal and Paying Agency Agreement as shall not adversely affect the interests of the holders of the NotesNotes or Coupons. Any such modification shall be binding on all the NoteholdersNoteholders and Couponholders, and, if the Fiscal Agent so requires, shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 1312.

MEETINGS OF NOTEHOLDERS AND MODIFICATION. The Fiscal and Paying Agency Subscription Agreement contains provisions for convening meetings of the Noteholders to consider matters any matter affecting their interests interests, including modifications sanctioning by Extraordinary Resolution with respect to the 2015 Notesorthe2023 Notes of a modification of any of these Conditions or any provisions of the Terms Subscription Agreement. Such a meeting may be convened by the Issuer and Conditions shall be convened by Noteholders holding not less than 10 per cent in principal amount of the Notes, Notes for the Guarantees and the Fiscal and Paying Agency Agreementtime being outstanding. The quorum at any such meeting for passing a resolution proposed as an Extraordinary Resolution will be one two or more persons holding or representing a clear majority 50 per cent in principal amount of the 2015 Notes or the 2023 Notes (as applicable) for the time being outstanding, except that or at any meetingadjourned meeting two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented, unless the business of which includessuch meeting includes consideration of proposals, inter alia, (i) modification to modify the maturity of the Maturity Date of the 2015 Notes or the 2023 Notes or reduction or cancellation dates on which interest is payable in respect of the principal amount payable upon maturityNotes, (ii) reduction of to reduce or cancel the principal amount of, any premium payable or modification of the payment date in respect of any of, or interest on on, the 2015 Notes or the 2023 Notes, (iii) modification to change the currency of payment of the currency in which payments under the Notes are to be madeNotes, (iv) modification to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution Resolution, or (v) modification of to amend the provisions of the Fiscal and Paying Agency Agreement concerning this exceptionproviso in relation to a special quorum resolution in connection with Extraordinary Resolution, in which case the necessary quorum for passing an Extraordinary Resolution will be one two or more persons holding or representing not less than two-thirds, 66 per cent or at any adjourned meeting not less than a clear majority, 33 per cent in principal amount of the 2015 Notes or the 2023 Notes (as applicable) for the time being outstanding. Any resolution Extraordinary Resolution duly passed at any such meeting of the Noteholders shall be binding on all Noteholders (Noteholders, whether or not they were are present at the meeting at which such meeting)resolution was passed. The Fiscal Agent may agree with the Company and the GuarantorIn addition, without the consent of the Noteholders, to any modification to any of the provisions of the Fiscal and Paying Agency Agreement, the Notes a resolution in writing signed by or the Guarantee which is of a fonnal, minor or technical nature in the opinion of the Company and the Guarantor or to add any covenant, restriction, condition or provision as the Company and the Guarantor shall consider to be for the protection of the Noteholders or is made for the purpose of curing any ambiguity, or correcting or supplementing any provision contained therein which may be defective or inconsistent with any other provision contained therein, or to make such other provisions in regard to matters or questions arising under the Fiscal and Paying Agency Agreement as shall not adversely affect the interests on behalf of the holders of not less than 90 per cent in principal amount of the NotesNotes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Any such modification shall Such a resolution in writing may be binding contained in one document or several documents in the same form, each signed by or on all the behalf of one or more Noteholders, and, if the Fiscal Agent so requires, shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 13.

MEETINGS OF NOTEHOLDERS AND MODIFICATION. (a) Meetings of Noteholders The Fiscal and Paying Agency Agreement contains provisions for convening meetings of Noteholders to consider matters any matter affecting their interests interests, including modifications the sanctioning by Extraordinary Resolution with respect to of a modification of any of these Conditions. Such a meeting may be convened by the 2015 Notesorthe2023 Notes Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than 10 per cent. of the Terms and Conditions aggregate nominal amount of the Notes, Notes for the Guarantees and the Fiscal and Paying Agency Agreementtime being outstanding. The quorum at for any such meeting for passing a resolution proposed as convened to consider an Extraordinary Resolution will shall be one two or more persons Persons holding or representing a clear majority in principal aggregate nominal amount of the 2015 Notes or the 2023 Notes (as applicable) for the time being outstanding, except that or at any adjourned meeting, two or more Persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of which includes, inter alia, such meeting includes consideration of proposals (i) modification to amend the dates of maturity or redemption of the Maturity Date Notes, or any date for payment of interest or Interest Amounts on the 2015 Notes or the 2023 Notes or reduction or cancellation of the principal amount payable upon maturityNotes, (ii) reduction of to reduce or cancel the nominal amount of, or any premium payable or modification of on redemption of, the payment date in respect of any interest on the 2015 Notes or the 2023 Notes, (iii) modification to reduce the rate or rates of interest in respect of the currency Notes or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in which payments under respect of the Notes are to be madeNotes, (iv) modification if a Minimum and/or a Maximum Rate of Interest or Redemption Amount is shown in the relevant Final Terms, to reduce any such minimum and/or maximum, (v) to vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, including the method of calculating the Amortised Face Amount, (vi) to vary the currency or currencies of payment or denomination of the Notes, (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution Resolution, or (vviii) modification to change the governing law of the provisions of the Fiscal and Paying Agency Agreement concerning this exceptionNotes, in which case the necessary quorum for passing an Extraordinary Resolution will shall be one two or more persons Persons holding or representing not less than two-thirds75 per cent., or at any adjourned meeting not less than a clear majority25 per cent., in principal of the aggregate nominal amount of the 2015 Notes or the 2023 Notes (as applicable) for the time being outstanding. Any resolution Extraordinary Resolution duly passed at any such meeting shall be binding on all Noteholders (whether or not they were present at the meeting at which such meeting)resolution was passed) and on all Couponholders. These Conditions may be amended, modified or varied in relation to any Series of Notes by the terms of the relevant Final Terms in relation to such Series. In addition, a resolution in writing signed by or on behalf of not less than 75 per cent. of Noteholders who for the time being are entitled to receive notice of a meeting of Noteholders will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders. The Fiscal Agent may agree with consent or approval of the Company Noteholders and the Guarantor, without Couponholders shall not be required in the consent case of amendments to the Noteholders, Conditions pursuant to Condition 5(i) (Benchmark Discontinuation) to vary the method or basis of calculating the rate or rates or amount of interest or the basis for the calculating any modification to any Interest Amount in respect of the provisions of the Fiscal and Paying Agency Agreement, the Notes or for any other variation of these Conditions and/or the Guarantee which is of a fonnal, minor or technical nature Agency Agreement required to be made in the opinion of circumstances described in Condition 5(i) (Benchmark Discontinuation), where the Company and the Guarantor or Issuer has delivered to add any covenant, restriction, condition or provision as the Company and the Guarantor shall consider to be for the protection of the Noteholders or is made for the purpose of curing any ambiguity, or correcting or supplementing any provision contained therein which may be defective or inconsistent with any other provision contained therein, or to make such other provisions in regard to matters or questions arising under the Fiscal and Paying Agency Agreement as shall not adversely affect the interests of the holders of the Notes. Any such modification shall be binding on all the Noteholders, and, if the Fiscal Agent so requires, shall be notified a certificate pursuant to the Noteholders as soon as practicable thereafter in accordance with Condition 135(i)(v) (Benchmark Discontinuation).

MEETINGS OF NOTEHOLDERS AND MODIFICATION. The Fiscal and Paying Agency Agreement contains provisions for convening meetings (including by way of Noteholders telephone or videoconference) of the holders of the Notes of this Series to consider matters affecting their interests interests, including modifications by Extraordinary Resolution with respect to the 2015 Notesorthe2023 Notes of the Terms terms and Conditions conditions of the such Notes, the Guarantees and the Fiscal and Paying Agency Agreement. The quorum at for any such meeting for passing convened to consider a resolution proposed as an Extraordinary Resolution will shall be one or more persons holding or representing a clear majority in principal nominal amount of the 2015 such Notes or the 2023 Notes (as applicable) for the time being outstanding, or at any adjourned such meeting one or more persons being or representing holders of Notes whatever the nominal amount of such Notes for the time being outstanding so held or represented, except that at any meeting, the business of which includes, inter alia, (i) modification of the Maturity Date or, as the case may be, Redemption Month of the 2015 Notes or the 2023 such Notes or reduction or cancellation of the principal nominal amount payable upon maturitymaturity or otherwise, or variation of the method of calculating the amount of principal payable on maturity or otherwise, (ii) reduction of the amount payable or modification of the payment date in respect of any interest on the 2015 in respect of such Notes or variation of the 2023 method of calculating the rate of interest in respect of such Notes, (iii) reduction of any Minimum Interest Rate and/or Maximum Interest Rate, (iv) modification of the currency in which payments under such Notes and/or the Notes Coupons appertaining thereto are to be made, (ivv) modification of the majority required to pass an Extraordinary Resolution or or (vvi) modification of the provisions of the Fiscal and Paying Agency Agreement concerning this exception, the necessary quorum for passing an Extraordinary Resolution will be one or more persons holding or representing not less than twothree-thirdsquarters, or at any adjourned such meeting not less than a clear majority, in principal of the nominal amount of the 2015 such Notes or the 2023 Notes (as applicable) for the time being outstanding. Any resolution Extraordinary Resolution duly passed at any such meeting shall will be binding on all Noteholders such holders of Notes (whether or not they were are present at such meeting)) and on all Receiptholders and Couponholders relating to such Notes. The Fiscal Agent may agree with the Company and the Guarantoragree, without the consent of the Noteholdersholders of Notes, Receipts or Coupons of this Series, to any modification to any of the provisions of the Fiscal and Paying Agency Agreement, the Notes or the Guarantee Agreement which is of a fonnalformal, minor or technical nature in the opinion of the Company and the Guarantor or to add any covenant, restriction, condition or provision as the Company and the Guarantor shall consider to be for the protection of the Noteholders or is made for to correct a manifest error. The VP Agent may agree, without the purpose of curing any ambiguity, or correcting or supplementing any provision contained therein which may be defective or inconsistent with any other provision contained therein, or to make such other provisions in regard to matters or questions arising under the Fiscal and Paying Agency Agreement as shall not adversely affect the interests consent of the holders of VP Notes to any modification to any of the Notesprovisions of the VP Arrangements which is of a formal, minor or technical nature or is made to correct a manifest error. Any such modification shall be binding on all the Noteholderssuch holders of Notes, Receiptholders and Couponholders and, if the Fiscal Agent or the VP Agent, as applicable, so requires, shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 1311. Meetings of holders of VP Notes shall be held in accordance with the Agency Agreement and/or the VP Arrangements and in compliance with the relevant regulations of VP. Any person requesting the convening of any such meeting or attending or voting at any such meeting shall be required to provide proof of their appointment as proxy, attorney or representative and/or ownership of Notes satisfactory to the Issuer in the form specified by Issuer in the notice in respect of the relevant meeting given to holders in accordance with Condition 11.

MEETINGS OF NOTEHOLDERS AND MODIFICATION. The Fiscal and Paying Agency Agreement contains provisions for convening meetings of Noteholders the holders of the Notes of this Series to consider matters affecting their interests interests, including modifications by Extraordinary Resolution with respect to the 2015 Notesorthe2023 Notes of the Terms terms and Conditions conditions of the such Notes, the Guarantees and the Fiscal and Paying Agency Agreement. The quorum at for any such meeting for passing convened to consider a resolution proposed as an Extraordinary Resolution will shall be one or more persons holding or representing a clear majority in principal nominal amount of the 2015 such Notes or the 2023 Notes (as applicable) for the time being outstanding, or at any adjourned such meeting one or more persons being or representing holders of Notes whatever the nominal amount of such Notes for the time being outstanding so held or represented, except that at any meeting, the business of which includes, inter alia, (i) modification of the Maturity Date or, as the case may be, Redemption Month of the 2015 Notes or the 2023 such Notes or reduction or cancellation of the principal nominal amount payable upon maturitymaturity or otherwise, or variation of the method of calculating the amount of principal payable on maturity or otherwise, (ii) reduction of the amount payable or modification of the payment date in respect of any interest on the 2015 in respect of such Notes or variation of the 2023 method of calculating the rate of interest in respect of such Notes, (iii) reduction of any Minimum Interest Rate and/or Maximum Interest Rate, (iv) modification of the currency in which payments under such Notes and/or the Notes Coupons appertaining thereto are to be made, (ivv) modification of the majority required to pass an Extraordinary Resolution or (vvi) modification of the provisions of the Fiscal and Paying Agency Agreement concerning this exception, the necessary quorum for passing an Extraordinary Resolution will be one or more persons holding or representing not less than twothree-thirdsquarters, or at any adjourned such meeting not less than a clear majority, in principal of the nominal amount of the 2015 such Notes or the 2023 Notes (as applicable) for the time being outstanding. Any resolution Extraordinary Resolution duly passed at any such meeting shall will be binding on all Noteholders such holders of Notes (whether or not they were are present at such meeting)) and on all Receiptholders and Couponholders relating to such Notes. The Fiscal Agent may agree with the Company and the Guarantoragree, without the consent of the Noteholdersholders of Notes, Receipts or Coupons of this Series, to any modification to any of the provisions of the Fiscal and Paying Agency Agreement, the Notes or the Guarantee Agreement which is of a fonnalformal, minor or technical nature in the opinion of the Company and the Guarantor or to add any covenant, restriction, condition or provision as the Company and the Guarantor shall consider to be for the protection of the Noteholders or is made for to correct a manifest error. The VP Agent may agree, without the purpose of curing any ambiguity, or correcting or supplementing any provision contained therein which may be defective or inconsistent with any other provision contained therein, or to make such other provisions in regard to matters or questions arising under the Fiscal and Paying Agency Agreement as shall not adversely affect the interests consent of the holders of VP Notes to any modification to any of the Notesprovisions of the VP Arrangements which is of a formal, minor or technical nature or is made to correct a manifest error. Any such modification shall be binding on all the Noteholderssuch holders of Notes, Receiptholders and Couponholders and, if the Fiscal Agent or the VP Agent, as applicable, so requires, shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 1311. Meetings of holders of VP Notes shall be held in accordance with the Agency Agreement and/or the VP Arrangements and in compliance with the relevant regulations of VP. Any person requesting the convening of any such meeting or attending or voting at any such meeting shall be required to provide proof of their appointment as proxy, attorney or representative and/or ownership of Notes satisfactory to the Issuer in the form specified by Issuer in the notice in respect of the relevant meeting given to holders in accordance with Condition 11.