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 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 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 in bearer form.3 Definitive Notes, if any, are serially numbered, in the Specified Currency and the Specified Denomination(s). This Note is [a Note bearing interest on a fixed rate basis (a “Fixed-Rate Note”)] [a Note bearing interest on a floating rate basis (a “Floating-Rate Note”)]. This Note is a Senior Note (as defined herein). Notes in definitive form, 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 certain limited circumstances, are to be kept by the Registrar outside the United Kingdom (the Register)issued with Coupons attached. Title Subject as set forth below, title to the Notes and the Coupons will pass upon registration of transfers in accordance with the provisions of the Agency Agreement and the Notesby delivery. The Issuer Corporation, the Replacement Agent (as defined in the Amended and Restated Agency Agreement) and any Paying Agent may to the fullest extent permitted by applicable 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 So long as any of the Notes are represented by the a Global Notes Note held on behalf of DTC, Euroclear or and/or 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 (any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of Notes standing on the account of any person shall be deemed to be conclusive and binding for all purposes except in the case of manifest error) shall be treated by the Issuer Corporation, the Issuing and Principal Paying Agent and any other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than purposes, except with respect to the payment of principal principal, interest or interest other amounts on the Notes, for which purpose the registered holder bearer of the relevant Global Notes Note shall be treated by the Issuer Corporation, the Issuing and Principal Paying Agent 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 3 Modify if needed. “holder (in relation to any Note) of Notes” and related expressions shall be construed accordingly). Notes which that are represented by the a Global Notes Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear or of Clearstream, Luxembourg as the relevant Clearing Systemcase may be. For so long as any of the [The Notes are represented by the Global Notes held on behalf issued in minimum denominations of DTC, Euroclear and Clearstream, increments of in the event excess 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..]4 5

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 are in bearer form 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 one Specified Denomination may not be issued only in fully registered form without coupons in denominations exchanged for Notes of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof (referred to as the another Specified Denomination). The Issuer will procure that This Note may be a Fixed Rate Note or a Floating Rate Note, or a combination of the register of Noteholders to be kept by foregoing, depending upon the Registrar outside Interest Basis shown in the United Kingdom (the Register)applicable Final Terms. Title Definitive Notes are issued with Coupons attached. 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 Paying 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 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, ” 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 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.