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Euro 6,000,000,000 Euro Medium Term Note Programme Due from ...

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provisions of Condition 11(a) or 11(b) above, as appropriate. Such sole <strong>Note</strong>holder shall hold a<br />

register of the decisions it will have taken in this capacity and shall make them available, upon<br />

request, to any subsequent holder of all or part of the <strong>Note</strong>s of such Series. For the avoidance of<br />

doubt, in this case, the Representative and the General Meeting shall not exercise such powers, rights<br />

and obligations until the <strong>Note</strong>s of any such Series are held by more than one <strong>Note</strong>holder.<br />

For the avoidance of doubt, in this Condition 11, the term "outstanding" (as defined in Condition 4)<br />

shall not include those <strong>Note</strong>s that are held by the Issuer and not cancelled.<br />

12 Replacement of Definitive <strong>Note</strong>s, Receipts, Coupons and Talons<br />

If, in the case of any Materialised Bearer <strong>Note</strong>s, a Definitive Materialised Bearer <strong>Note</strong>, Receipt<br />

Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to<br />

applicable laws, regulations and Regulated Market regulations, at the specified office of the Fiscal<br />

Agent or such other Paying Agent as may <strong>from</strong> time to time be designated by the Issuer for the<br />

purpose and notice of whose designation is given to <strong>Note</strong>holders, in each case on payment by the<br />

claimant of the fees and costs incurred in connection therewith and on such terms as to evidence,<br />

security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed<br />

Definitive Materialised Bearer <strong>Note</strong>, Receipt, Coupon or Talon is subsequently presented for<br />

payment or, as the case may be, for exchange for further Coupons, there shall be paid to the Issuer<br />

on demand the amount payable by the Issuer in respect of such Definitive Materialised Bearer<br />

<strong>Note</strong>s, Receipts, Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated or<br />

defaced Materialised Bearer <strong>Note</strong>s, Receipts, Coupons or Talons must be surrendered before<br />

replacements will be issued.<br />

13 Further Issues and Consolidation<br />

(a) Further Issues: The Issuer may <strong>from</strong> time to time without the consent of the <strong>Note</strong>holders,<br />

Receiptholders or Couponholders create and issue further notes to be consolidated (assimilables for<br />

the purpose of French Law) and form a single series with the <strong>Note</strong>s provided such <strong>Note</strong>s and the<br />

further notes carry rights identical in all respects (or in all respects save for the principal amount<br />

thereof and the first payment of interest in the relevant Final <strong>Term</strong>s) and that the terms of such<br />

further notes provide for such assimilation and references in these Conditions to "<strong>Note</strong>s" shall be<br />

construed accordingly.<br />

(b) Consolidation: The Issuer may, with the prior approval (which shall not be unreasonably withheld)<br />

of the Redenomination and Consolidation Agent, <strong>from</strong> time to time on any Interest Payment Date<br />

occurring on or after the Redenomination Date on giving not less than 30 days’ prior notice to the<br />

<strong>Note</strong>holders in accordance with Condition 14, without the consent of the <strong>Note</strong>holders,<br />

Receiptholders or Couponholders, consolidate the <strong>Note</strong>s of one Series with the <strong>Note</strong>s of one or<br />

more other Series issued by it, whether or not originally issued in one of the <strong>Euro</strong>pean national<br />

currencies or in <strong>Euro</strong>, provided such other <strong>Note</strong>s have been redenominated in <strong>Euro</strong> (if not originally<br />

denominated in <strong>Euro</strong>) and which otherwise have, in respect of all periods subsequent to such<br />

consolidation, the same terms and conditions as the <strong>Note</strong>s.<br />

64

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