Common use of Meetings of Noteholders, Modification, Waiver and Substitution Clause in Contracts

Meetings of Noteholders, Modification, Waiver and Substitution. The Trust Deed contains provisions for convening meetings (including to be held by way of audio or video conference call) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Trust Deed. Such a meeting may be convened by the Issuer, the Guarantors (in respect of Senior Notes only) or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than one-tenth in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing more than half in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons or the Trust Deed (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing, altering or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes, or the Coupons but excluding any modification or amendment made in accordance with Condition 4.3(g)), the quorum shall be one or more persons holding or representing not less than three-quarters in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-quarter in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at such meeting, and on all Couponholders. The Trust Deed provides that (i) a resolution in writing signed by or on behalf of holders of not less than three quarters of the nominal amount of the Notes for the time being outstanding or (ii) where Notes are represented by a Temporary Global Note and/or a Permanent Global Note and/or a Global Registered Note or are held in definitive form within the relevant Clearing System(s), approval of a resolution given by way of electronic consents communicated through the electronic communications systems of the relevant Clearing System(s) in accordance with their operating rules and procedures by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. The Trustee may agree, without the consent of the Noteholders or Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or the Trust Deed (except as set out in the Trust Deed) including any substitution or variation pursuant to Condition 6.11 in respect of Tier 2 Notes, where applicable, or determine, without any such consent as aforesaid, that any Event of Default, Enforcement Event, potential Event of Default or potential Enforcement Event shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders so to do or may agree, without any such consent as aforesaid, to any modification which, in the opinion of the Trustee, is of a formal, minor or technical nature or to correct a manifest error. Any such modification shall be binding on the Noteholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 13 as soon as practicable thereafter. No modification of these Conditions insofar as it relates to the Conditions of any Series of Tier 2 Notes or substitution or variation in respect of any Series of Tier 2 Notes shall be effected without prior notification to, and receiving no objection from and/or receiving the consent of, the PRA (in each case solely to the extent then required by the Capital Regulations). In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation, determination, variation or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Guarantors (in respect of Senior Notes only), the Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 7 and/or any undertaking or covenant given in addition to, or in substitution for, Condition 7 pursuant to the Trust Deed. The Trustee may, without the consent of the Noteholders, agree with the Issuer to the substitution of certain other entities in place of the Issuer or a Guarantor, as applicable, (or of any previous substitute under this Condition) under the Notes, the Coupons and the Trust Deed (as set out in the Trust Deed). In the case of such a substitution the Trustee may agree, without the consent of the Noteholders, to a change of the law governing the Notes, the Coupons and/or the Trust Deed provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Noteholders. No such substitution or change in governing law shall be effected in relation to any Series of Tier 2 Notes without prior notification to, and receiving no objection from and/or receiving the consent of, the PRA (solely to the extent then required by the Capital Regulations). In addition, pursuant to Condition 4.3(g), certain changes may be made to the interest calculation provisions of the Floating Rate Notes or Reset Notes in the circumstances and as otherwise set out in such Condition, without the requirement for consent of the Trustee or the Noteholders. In respect of Senior Notes only, the Trust Deed also contains provisions requiring the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as the Trustee may require, but without the consent of the Noteholders, to the resignation of a guarantor, or to the addition of a new guarantor. Any such addition of a new guarantor in respect of Senior Notes (each a "Guarantor Accession") shall take place as soon as reasonably practicable following the addition of such new guarantor as a guarantor or borrower under the Facilities Agreement (as defined in the Trust Deed) or any Relevant Indebtedness of the Issuer. If a Guarantor is not for the time being a guarantor under the Facilities Agreement (including, for the avoidance of doubt, a Guarantor not being a guarantor or borrower under the Facilities Agreement as a result of the Facilities Agreement being cancelled or otherwise terminated) or any Relevant Indebtedness of the Issuer (including, for the avoidance of doubt, as a result of such Relevant Indebtedness being repurchased or redeemed or maturing), then such Guarantor shall, upon the delivery of a written notice from the Issuer to the Trustee, be deemed released from all obligations under any Guarantee of the Senior Notes without any further action required on the part of the Trustee, any Noteholder or any Couponholder. Any such written notice must be signed by two authorised signatories of the Issuer and must contain a certification to the Trustee that such Guarantor is no longer providing (or will, at the time of delivery of such written notice, immediately cease to provide), in accordance with the terms of the Facilities Agreement and Relevant Indebtedness (if any is outstanding at the time), any guarantee in respect of any Facilities Agreement or Relevant Indebtedness. In the event that the Issuer chooses not to release a Guarantor as a result of it not being a guarantor under the Facilities Agreement and any Relevant Indebtedness (as applicable) of the Issuer, this shall not prejudice the Issuer's ability to effect such release at any later date, subject to the provisions of this Condition and the Trust Deed remaining satisfied. In the case of a Guarantor Accession, the Trustee may agree, without the consent of the Noteholders or Couponholders, to a change of the law governing the Notes, the Coupons and/or the Trust Deed provided that such change would not, in the opinion of the Trustee, be materially prejudicial to the interests of the Noteholders. The Issuer will provide to the Trustee 15 days' notice of any planned change of guarantor pursuant to this Condition and the Trust Deed. The Issuer will notify Noteholders in the event of any substitution of the Issuer, or of any previous substituted company, or, in respect of Senior Notes only, of any resignation of a Guarantor or addition of a new guarantor, pursuant to this Condition 14.

Meetings of Noteholders, Modification, Waiver and Substitution. The Trust Deed contains provisions for convening meetings (including to be held the holding of physical or, wholly or partly, virtual meetings by way means of audio electronic facility or facilities (including telephone and video conference callplatforms)) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Trust Deed. Such a meeting may be convened by the Issuer, the Guarantors (in respect of Senior Notes only) or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than one-tenth ten per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing more not less than half 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons or the Trust Deed (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing, altering reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes, Notes or the Coupons but excluding any modification or amendment made in accordance with Condition 4.3(g)Coupons), the quorum shall be one or more persons holding or representing not less than threetwo-quarters thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-quarter third in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at such the meeting, and on all Couponholders. The Trust Deed provides that (i) a resolution in writing signed by by, or on behalf of of, the holders of not less than three three- quarters of the nominal amount of the Notes for the time being outstanding or (ii) where Notes are represented by a Temporary Global Note and/or a Permanent Global Note and/or a Global Registered Note or are held in definitive form within the relevant Clearing System(s), approval of a resolution given by way of electronic consents communicated through the electronic communications systems of the relevant Clearing System(s) in accordance with their operating rules and procedures by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of the Noteholders duly convened and held. 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. In the case of Notes represented by a Global Note, the Trust Deed provides that consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of the holders of not less than three-quarters of the nominal amount of the Notes for the time being outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of the Noteholders duly convened and held. A meeting of Noteholders may be held electronically rather than at a physical location or a combination of both as the Trustee may appoint or approve in writing in accordance with the Trust Deed. The Trustee may agree, without the consent of the Noteholders or Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or the Trust Deed (except as set out in the Trust Deed) including any substitution or variation pursuant to Condition 6.11 in respect of Tier 2 Notes, where applicable, or determine, without any such consent as aforesaid, that any Event of Default, Enforcement Event, Default or potential Event of Default or potential Enforcement Event shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders so to do or may agree, without any such consent as aforesaid, to any modification which, in the opinion of the Trustee, which is of a formal, minor or technical nature or to correct a manifest errorerror or an error which, in the opinion of the Trustee, is proven. In addition, the Trustee shall be obliged to concur with the Issuer in effecting any Benchmark Amendments without the consent of the Noteholders or Couponholders. Any such modification shall (unless the Trustee agrees otherwise) be binding on the Noteholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 13 as soon as practicable thereafter. No modification of these Conditions insofar as it relates to the Conditions of any Series of Tier 2 Notes or substitution or variation in respect of any Series of Tier 2 Notes shall be effected without prior notification to, and receiving no objection from and/or receiving the consent of, the PRA (in each case solely to the extent then required by the Capital Regulations). In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation, authorisation or determination, variation or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Guarantors (in respect of Senior Notes only)Guarantors, the Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 7 and/or any undertaking or covenant given in addition to, or in substitution for, Condition 7 pursuant to the Trust Deed. The Trustee may, without the consent of the Noteholders, agree with the Issuer to the substitution of certain other entities in place of the Issuer or a Guarantor, as applicable, (or of any previous substitute under this Condition) as the principal debtor under the Notes, the Coupons and the Trust Deed of another company, being a Subsidiary of the Issuer, subject to (as a) the Notes being unconditionally and irrevocably guaranteed by the Guarantors, (b) the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced by the substitution and (c) certain other conditions set out in the Trust Deed)Deed being complied with. In the case of such a substitution Subject to Condition 3.2, the Trustee may agreemay, without the consent of the Noteholders, to agree with the Issuer that a change of the law governing the Notes, the Coupons and/or the Trust Deed provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Noteholders. No such substitution Guarantor (other than Motability Operations Group plc or change in governing law shall be effected in relation to any Series of Tier 2 Notes without prior notification to, and receiving no objection from and/or receiving the consent of, the PRA (solely to the extent then required by the Capital Regulations). In addition, pursuant to Condition 4.3(g), certain changes may be made to the interest calculation provisions of the Floating Rate Notes or Reset Notes in the circumstances and as otherwise set out in such Condition, without the requirement for consent of the Trustee or the Noteholders. In respect of Senior Notes only, the Trust Deed also contains provisions requiring the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as the Trustee may require, but without the consent of the Noteholders, to the resignation of a guarantor, or to the addition of a new guarantor. Any such addition of a new guarantor in respect of Senior Notes (each a "Guarantor Accession"Motability Operations Limited) shall take place as soon as reasonably practicable following the addition of such new guarantor as a guarantor or borrower under the Facilities Agreement (as defined in the Trust Deed) or any Relevant Indebtedness of the Issuer. If cease to be a Guarantor is not for the time being a guarantor under the Facilities Agreement (including, for the avoidance of doubt, a Guarantor not being a guarantor or borrower under the Facilities Agreement as a result of the Facilities Agreement being cancelled or otherwise terminated) or any Relevant Indebtedness of the Issuer (including, for the avoidance of doubt, as a result of such Relevant Indebtedness being repurchased or redeemed or maturing), then such Guarantor shall, upon the delivery of a written notice from the Issuer to the Trustee, be deemed released from all obligations under any Guarantee of the Senior Notes without any further action required on the part of the Trustee, any Noteholder or any Couponholder. Any such written notice must be signed by two authorised signatories of the Issuer and must contain a certification to the Trustee that where such Guarantor is no longer providing (or will, at the time of delivery of such written notice, immediately cease to provide), in accordance with the terms of the Facilities Agreement and Relevant Indebtedness (if any is outstanding at the time), any guarantee in respect of any Facilities Agreement or Relevant Indebtedness. In the event that the Issuer chooses not to release a Guarantor as a result of it not being a guarantor under the Facilities Agreement and any Relevant Indebtedness (as applicable) of the Issuer, this shall not prejudice the Issuer's ability to effect such release at any later date, subject to the provisions of this Condition and the Trust Deed remaining satisfied. In the case of a Guarantor Accessiondisposal or a solvent winding-up, the Trustee may agree, without the consent of the Noteholders dissolution or Couponholders, to a change of the law governing the Notes, the Coupons and/or the Trust Deed provided that such change would not, in the opinion of the Trustee, be materially prejudicial to the interests of the Noteholders. The Issuer will provide to the Trustee 15 days' notice of any planned change of guarantor pursuant to this Condition and the Trust Deed. The Issuer will notify Noteholders in the event of any substitution of the Issuer, or of any previous substituted company, or, in respect of Senior Notes only, of any resignation of a Guarantor or addition of a new guarantor, pursuant to this Condition 14liquidation.

Meetings of Noteholders, Modification, Waiver and Substitution. The Trust Deed contains provisions for convening meetings (including to be held the holding of physical or, wholly or partly, virtual meetings by way means of audio electronic facility or facilities (including telephone and video conference callplatforms)) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Trust Deed. Such a meeting may be convened by the Issuer, the Guarantors (in respect of Senior Notes only) or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than one-tenth 10 per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing more not less than half 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons or the Trust Deed (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing, altering reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes, Notes or the Coupons but excluding any modification or amendment made in accordance with Condition 4.3(g)Coupons), the quorum shall be one or more persons holding or representing not less than threetwo-quarters thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-quarter third in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at such the meeting, and on all Couponholders. The Trust Deed provides that (i) a resolution in writing signed by by, or on behalf of of, the holders of not less than three three-quarters of the nominal amount of the Notes for the time being outstanding or (ii) where Notes are represented by a Temporary Global Note and/or a Permanent Global Note and/or a Global Registered Note or are held in definitive form within the relevant Clearing System(s), approval of a resolution given by way of electronic consents communicated through the electronic communications systems of the relevant Clearing System(s) in accordance with their operating rules and procedures by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of the Noteholders duly convened and held. 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. In the case of Notes represented by a Global Note, the Trust Deed provides that consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of the holders of not less than three-quarters of the nominal amount of the Notes for the time being outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of the Noteholders duly convened and held. A meeting of Noteholders may be held electronically rather than at a physical location or a combination of both as the Trustee may appoint or approve in writing in accordance with the Trust Deed. The Trustee may agree, without the consent of the Noteholders or Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or the Trust Deed (except as set out in the Trust Deed) including any substitution or variation pursuant to Condition 6.11 in respect of Tier 2 Notes, where applicable, or determine, without any such consent as aforesaid, that any Event of Default, Enforcement Event, Default or potential Event of Default or potential Enforcement Event shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders so to do or may agree, without any such consent as aforesaid, to any modification which, in the opinion of the Trustee, which is of a formal, minor or technical nature or to correct a manifest errorerror or an error which, in the opinion of the Trustee, is proven. In addition, the Trustee shall be obliged to concur with the Issuer in effecting any Benchmark Amendments without the consent of the Noteholders or Couponholders. Any such modification shall (unless the Trustee agrees otherwise) be binding on the Noteholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 13 as soon as practicable thereafter. No modification of these Conditions insofar as it relates to the Conditions of any Series of Tier 2 Notes or substitution or variation in respect of any Series of Tier 2 Notes shall be effected without prior notification to, and receiving no objection from and/or receiving the consent of, the PRA (in each case solely to the extent then required by the Capital Regulations). In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation, authorisation or determination, variation or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Guarantors (in respect of Senior Notes only)Guarantors, the Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 7 and/or any undertaking or covenant given in addition to, or in substitution for, Condition 7 pursuant to the Trust Deed. The Trustee may, without the consent of the Noteholders, agree with the Issuer to the substitution of certain other entities in place of the Issuer or a Guarantor, as applicable, (or of any previous substitute under this Condition) as the principal debtor under the Notes, the Coupons and the Trust Deed of another company, being a Subsidiary of the Issuer, subject to (as a) the Notes being unconditionally and irrevocably guaranteed by the Guarantors, (b) the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced by the substitution and (c) certain other conditions set out in the Trust Deed)Deed being complied with. In the case of such a substitution Subject to Condition 3.2, the Trustee may agreemay, without the consent of the Noteholders, to agree with the Issuer that a change of the law governing the Notes, the Coupons and/or the Trust Deed provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Noteholders. No such substitution Guarantor (other than Motability Operations Group plc or change in governing law shall be effected in relation to any Series of Tier 2 Notes without prior notification to, and receiving no objection from and/or receiving the consent of, the PRA (solely to the extent then required by the Capital Regulations). In addition, pursuant to Condition 4.3(g), certain changes may be made to the interest calculation provisions of the Floating Rate Notes or Reset Notes in the circumstances and as otherwise set out in such Condition, without the requirement for consent of the Trustee or the Noteholders. In respect of Senior Notes only, the Trust Deed also contains provisions requiring the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as the Trustee may require, but without the consent of the Noteholders, to the resignation of a guarantor, or to the addition of a new guarantor. Any such addition of a new guarantor in respect of Senior Notes (each a "Guarantor Accession"Motability Operations Limited) shall take place as soon as reasonably practicable following the addition of such new guarantor as a guarantor or borrower under the Facilities Agreement (as defined in the Trust Deed) or any Relevant Indebtedness of the Issuer. If cease to be a Guarantor is not for the time being a guarantor under the Facilities Agreement (including, for the avoidance of doubt, a Guarantor not being a guarantor or borrower under the Facilities Agreement as a result of the Facilities Agreement being cancelled or otherwise terminated) or any Relevant Indebtedness of the Issuer (including, for the avoidance of doubt, as a result of such Relevant Indebtedness being repurchased or redeemed or maturing), then such Guarantor shall, upon the delivery of a written notice from the Issuer to the Trustee, be deemed released from all obligations under any Guarantee of the Senior Notes without any further action required on the part of the Trustee, any Noteholder or any Couponholder. Any such written notice must be signed by two authorised signatories of the Issuer and must contain a certification to the Trustee that where such Guarantor is no longer providing (or will, at the time of delivery of such written notice, immediately cease to provide), in accordance with the terms of the Facilities Agreement and Relevant Indebtedness (if any is outstanding at the time), any guarantee in respect of any Facilities Agreement or Relevant Indebtedness. In the event that the Issuer chooses not to release a Guarantor as a result of it not being a guarantor under the Facilities Agreement and any Relevant Indebtedness (as applicable) of the Issuer, this shall not prejudice the Issuer's ability to effect such release at any later date, subject to the provisions of this Condition and the Trust Deed remaining satisfied. In the case of a Guarantor Accessiondisposal or a solvent winding-up, the Trustee may agree, without the consent of the Noteholders dissolution or Couponholders, to a change of the law governing the Notes, the Coupons and/or the Trust Deed provided that such change would not, in the opinion of the Trustee, be materially prejudicial to the interests of the Noteholders. The Issuer will provide to the Trustee 15 days' notice of any planned change of guarantor pursuant to this Condition and the Trust Deed. The Issuer will notify Noteholders in the event of any substitution of the Issuer, or of any previous substituted company, or, in respect of Senior Notes only, of any resignation of a Guarantor or addition of a new guarantor, pursuant to this Condition 14liquidation.

Meetings of Noteholders, Modification, Waiver and Substitution. The Trust Deed contains provisions for convening meetings (including to be held by way of audio or video conference call) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Trust Deed. Such a meeting may be convened by the Issuer, the Guarantors (in respect of Senior Notes only) or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than one-tenth ten per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing more not less than half 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons or the Trust Deed (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing, altering reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes, Notes or the Coupons but excluding any modification or amendment made in accordance with Condition 4.3(g)Coupons), the quorum shall be one or more persons holding or representing not less than threetwo-quarters thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-quarter third in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at such the meeting, and on all Couponholders. The Trust Deed provides that (i) a resolution in writing signed by or on behalf of holders of not less than three quarters of the nominal amount of the Notes for the time being outstanding or (ii) where Notes are represented by a Temporary Global Note and/or a Permanent Global Note and/or a Global Registered Note or are held in definitive form within the relevant Clearing System(s), approval of a resolution given by way of electronic consents communicated through the electronic communications systems of the relevant Clearing System(s) in accordance with their operating rules and procedures by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. The Trustee may agree, without the consent of the Noteholders or Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or the Trust Deed (except as set out in the Trust Deed) including any substitution or variation pursuant to Condition 6.11 in respect of Tier 2 Notes, where applicable, or determine, without any such consent as aforesaid, that any Event of Default, Enforcement Event, Default or potential Event of Default or potential Enforcement Event shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders so to do or may agree, without any such consent as aforesaid, to any modification which, in the opinion of the Trustee, which is of a formal, minor or technical nature or to correct a manifest errorerror or an error which, in the opinion of the Trustee, is proven. Any such modification shall be binding on the Noteholders and the Couponholders and any such modification shall (unless the Trustee agrees otherwise) be notified to the Noteholders in accordance with Condition 13 14 as soon as practicable thereafter. No modification of these Conditions insofar as it relates to the Conditions of any Series of Tier 2 Notes or substitution or variation in respect of any Series of Tier 2 Notes shall be effected without prior notification to, and receiving no objection from and/or receiving the consent of, the PRA (in each case solely to the extent then required by the Capital Regulations). In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation, authorisation or determination, variation or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Guarantors (in respect of Senior Notes only)Guarantors, the Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 7 8 and/or any undertaking or covenant given in addition to, or in substitution for, Condition 7 8 pursuant to the Trust Deed. The Trustee may, without the consent of the Noteholders, agree with the Issuer to the substitution of certain other entities in place of the Issuer or a Guarantor, as applicable, (or of any previous substitute under this Condition) as the principal debtor under the Notes, the Coupons and the Trust Deed of another company, being a Subsidiary of the Issuer, subject to (as a) the Notes being unconditionally and irrevocably guaranteed by the Guarantors, (b) the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced by the substitution and (c) certain other conditions set out in the Trust Deed)Deed being complied with. In the case of such a substitution Subject to Condition 3.2, the Trustee may agreemay, without the consent of the Noteholders, to agree with the Issuer that a change of the law governing the Notes, the Coupons and/or the Trust Deed provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Noteholders. No such substitution Guarantor (other than Motability Operations Group plc or change in governing law shall be effected in relation to any Series of Tier 2 Notes without prior notification to, and receiving no objection from and/or receiving the consent of, the PRA (solely to the extent then required by the Capital Regulations). In addition, pursuant to Condition 4.3(g), certain changes may be made to the interest calculation provisions of the Floating Rate Notes or Reset Notes in the circumstances and as otherwise set out in such Condition, without the requirement for consent of the Trustee or the Noteholders. In respect of Senior Notes only, the Trust Deed also contains provisions requiring the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as the Trustee may require, but without the consent of the Noteholders, to the resignation of a guarantor, or to the addition of a new guarantor. Any such addition of a new guarantor in respect of Senior Notes (each a "Guarantor Accession"Motability Operations Limited) shall take place as soon as reasonably practicable following the addition of such new guarantor as a guarantor or borrower under the Facilities Agreement (as defined in the Trust Deed) or any Relevant Indebtedness of the Issuer. If cease to be a Guarantor is not for the time being a guarantor under the Facilities Agreement (including, for the avoidance of doubt, a Guarantor not being a guarantor or borrower under the Facilities Agreement as a result of the Facilities Agreement being cancelled or otherwise terminated) or any Relevant Indebtedness of the Issuer (including, for the avoidance of doubt, as a result of such Relevant Indebtedness being repurchased or redeemed or maturing), then such Guarantor shall, upon the delivery of a written notice from the Issuer to the Trustee, be deemed released from all obligations under any Guarantee of the Senior Notes without any further action required on the part of the Trustee, any Noteholder or any Couponholder. Any such written notice must be signed by two authorised signatories of the Issuer and must contain a certification to the Trustee that where such Guarantor is no longer providing (or will, at the time of delivery of such written notice, immediately cease to provide), in accordance with the terms of the Facilities Agreement and Relevant Indebtedness (if any is outstanding at the time), any guarantee in respect of any Facilities Agreement or Relevant Indebtedness. In the event that the Issuer chooses not to release a Guarantor as a result of it not being a guarantor under the Facilities Agreement and any Relevant Indebtedness (as applicable) of the Issuer, this shall not prejudice the Issuer's ability to effect such release at any later date, subject to the provisions of this Condition and the Trust Deed remaining satisfied. In the case of a Guarantor Accessiondisposal or a solvent winding-up, the Trustee may agree, without the consent of the Noteholders dissolution or Couponholders, to a change of the law governing the Notes, the Coupons and/or the Trust Deed provided that such change would not, in the opinion of the Trustee, be materially prejudicial to the interests of the Noteholders. The Issuer will provide to the Trustee 15 days' notice of any planned change of guarantor pursuant to this Condition and the Trust Deed. The Issuer will notify Noteholders in the event of any substitution of the Issuer, or of any previous substituted company, or, in respect of Senior Notes only, of any resignation of a Guarantor or addition of a new guarantor, pursuant to this Condition 14liquidation.

Meetings of Noteholders, Modification, Waiver and Substitution. (a) Meetings of Noteholders The Trust Deed contains provisions for convening meetings (including to be held by way of audio or video conference call) of the Noteholders to consider any matter matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the terms and conditions of the Notes or any provisions of the Trust Deed. Such a meeting Any such modification may be made if sanctioned by an Extraordinary Resolution. The quorum for any meeting convened by the Issuer, the Guarantors (to consider an Extraordinary Resolution will be one or more persons holding or representing a clear majority in respect of Senior Notes only) or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than one-tenth in nominal principal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing more than half in nominal amount of the Notes for the time being outstanding, outstanding or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting unless the business of which such meeting includes consideration of proposals, inter alia (i) to postpone the modification of certain provisions maturity or redemption of the Notes or the Coupons or the Trust Deed (including modifying the date of maturity of the Notes Notes, any Instalment Date or any date for payment of any interest thereonor Interest Amount on the Notes, reducing, altering (ii) to reduce or cancelling cancel the amount of principal payable on redemption of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest payable in respect of the Notes or altering to vary the currency method or basis of payment calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Interest Rate, Instalment Amount or Redemption Amount is shown hereon, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis for, calculating the 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 take any steps that as specified hereon may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply, (viii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the Coupons but excluding majority required to pass the Extraordinary Resolution or (ix) the sanctioning of any modification scheme or amendment made proposal for the exchange or conversion of Notes, in accordance with Condition 4.3(g)), which case the necessary quorum shall be one or more persons holding or representing not less than threetwo-quarters in nominal amount of the Notes for the time being outstandingthirds, or at any adjourned such meeting one or more persons holding or representing not less than one-quarter third, in nominal amount of the Notes for the time being outstanding. An Any Extraordinary Resolution duly passed at any meeting of the Noteholders shall be binding on all the Noteholders, Noteholders (whether or not they are were present at the meeting at which such meeting, resolution was passed) and on all Couponholders. The Trust Deed provides that (i) a resolution in writing signed by These Conditions may be amended, modified or on behalf of holders of not less than three quarters of the nominal amount of the Notes for the time being outstanding or (ii) where Notes are represented by a Temporary Global Note and/or a Permanent Global Note and/or a Global Registered Note or are held in definitive form within the relevant Clearing System(s), approval of a resolution given by way of electronic consents communicated through the electronic communications systems of the relevant Clearing System(s) in accordance with their operating rules and procedures by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. The Trustee may agree, without the consent of the Noteholders or Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or the Trust Deed (except as set out in the Trust Deed) including any substitution or variation pursuant to Condition 6.11 in respect of Tier 2 Notes, where applicable, or determine, without any such consent as aforesaid, that any Event of Default, Enforcement Event, potential Event of Default or potential Enforcement Event shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders so to do or may agree, without any such consent as aforesaid, to any modification which, in the opinion of the Trustee, is of a formal, minor or technical nature or to correct a manifest error. Any such modification shall be binding on the Noteholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 13 as soon as practicable thereafter. No modification of these Conditions insofar as it relates to the Conditions of any Series of Tier 2 Notes or substitution or variation in respect of any Series of Tier 2 Notes shall be effected without prior notification to, and receiving no objection from and/or receiving the consent of, the PRA (in each case solely to the extent then required by the Capital Regulations). In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation, determination, variation or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Guarantors (in respect of Senior Notes only), the Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 7 and/or any undertaking or covenant given in addition to, or in substitution for, Condition 7 pursuant to the Trust Deed. The Trustee may, without the consent of the Noteholders, agree with the Issuer to the substitution of certain other entities in place of the Issuer or a Guarantor, as applicable, (or of any previous substitute under this Condition) under the Notes, the Coupons and the Trust Deed (as set out in the Trust Deed). In the case of such a substitution the Trustee may agree, without the consent of the Noteholders, to a change of the law governing the Notes, the Coupons and/or the Trust Deed provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Noteholders. No such substitution or change in governing law shall be effected varied in relation to any Series of Tier 2 Notes without prior notification to, and receiving no objection from and/or receiving the consent of, the PRA (solely to the extent then required by the Capital Regulations). In addition, pursuant to Condition 4.3(g), certain changes may be made to the interest calculation provisions of the Floating Rate Notes or Reset Notes in the circumstances and as otherwise set out in such Condition, without the requirement for consent of the Trustee or the Noteholders. In respect of Senior Notes only, the Trust Deed also contains provisions requiring the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as the Trustee may require, but without the consent of the Noteholders, to the resignation of a guarantor, or to the addition of a new guarantor. Any such addition of a new guarantor in respect of Senior Notes (each a "Guarantor Accession") shall take place as soon as reasonably practicable following the addition of such new guarantor as a guarantor or borrower under the Facilities Agreement (as defined in the Trust Deed) or any Relevant Indebtedness of the Issuer. If a Guarantor is not for the time being a guarantor under the Facilities Agreement (including, for the avoidance of doubt, a Guarantor not being a guarantor or borrower under the Facilities Agreement as a result of the Facilities Agreement being cancelled or otherwise terminated) or any Relevant Indebtedness of the Issuer (including, for the avoidance of doubt, as a result of such Relevant Indebtedness being repurchased or redeemed or maturing), then such Guarantor shall, upon the delivery of a written notice from the Issuer to the Trustee, be deemed released from all obligations under any Guarantee of the Senior Notes without any further action required on the part of the Trustee, any Noteholder or any Couponholder. Any such written notice must be signed by two authorised signatories of the Issuer and must contain a certification to the Trustee that such Guarantor is no longer providing (or will, at the time of delivery of such written notice, immediately cease to provide), in accordance with the terms of the Facilities Agreement and Relevant Indebtedness (if any is outstanding at the time), any guarantee relevant Pricing Supplement in respect of any Facilities Agreement or Relevant Indebtedness. In the event that the Issuer chooses not relation to release a Guarantor as a result of it not being a guarantor under the Facilities Agreement and any Relevant Indebtedness (as applicable) of the Issuer, this shall not prejudice the Issuer's ability to effect such release at any later date, subject to the provisions of this Condition and the Trust Deed remaining satisfied. In the case of a Guarantor Accession, the Trustee may agree, without the consent of the Noteholders or Couponholders, to a change of the law governing the Notes, the Coupons and/or the Trust Deed provided that such change would not, in the opinion of the Trustee, be materially prejudicial to the interests of the Noteholders. The Issuer will provide to the Trustee 15 days' notice of any planned change of guarantor pursuant to this Condition and the Trust Deed. The Issuer will notify Noteholders in the event of any substitution of the Issuer, or of any previous substituted company, or, in respect of Senior Notes only, of any resignation of a Guarantor or addition of a new guarantor, pursuant to this Condition 14Series.