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

Meetings of Noteholders, Modification, Waiver and Substitution. 14.1 Meeting of Noteholders, modification and waiver The Trust Deed contains provisions for convening meetings 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 or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than 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 two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two 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 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), the quorum shall be two or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting two or more persons holding or representing not less than one-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 the meeting, and on all Couponholders. 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, or determine, without any such consent as aforesaid, that any Event of Default or potential Event of Default 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 is of a formal, minor or technical nature or to correct a manifest error. In addition, the Trustee shall, provided it receives a certificate signed by two authorised signatories of the Issuer certifying that each change which the Issuer requires the Trustee to make pursuant to Condition 4.2(h)(iii)(C) is a Benchmark Amendment and that the effect of the required drafting of such change is solely to implement a Benchmark Amendment, consent to any Benchmark Amendment (as defined in Condition 4.2(h)(iii)(C)), irrespective of the effect thereof on affected Noteholders and without any liability thereto provided further, however, that the Trustee shall not be obliged to agree to any Benchmark Amendment which, in its sole opinion, would have the effect of (i) exposing the Trustee to any liabilities in respect of which it has not been indemnified and/or secured and/or prefunded to its satisfaction or (ii) increasing the obligations or duties, or decreasing the rights or protections of the Trustee in the Trust Deed, the Agency Agreement and/or these Conditions (as applicable). No consent of the Noteholders or Couponholders shall be required in connection with effecting any Benchmark Amendment as described in Condition 4.2(h)(iii)(C). Any such modifications shall be binding on the Noteholders and the Couponholders and, unless the Trustee agrees otherwise, any such modification shall be notified to the Noteholders in accordance with Condition 13 (Notices) as soon as reasonably practicable thereafter. In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation or determination), 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 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 (Taxation) and/or any undertaking or covenant given in addition to, or in substitution for, Condition 7 (Taxation) pursuant to the Trust Deed. In effecting any Benchmark Amendment the Trustee shall not have regard to the effect thereof on any Noteholder. With respect to the Senior Non-Preferred Notes, any waiver or modification of the Notes or the Trust Deed may be sanctioned in accordance with the provisions of this Condition 14 only to the extent permitted under Article 12-bis, paragraph 4, of the Italian Banking Act, and the Issuer shall deliver to the Trustee a certificate signed by two duly authorised signatories of the Issuer stating that such waiver or modification of the Notes or the Trust Deed is permitted under Article 12-bis, paragraph 4, of the Italian Banking Act.

Meetings of Noteholders, Modification, Waiver and Substitution. 14.1 Meeting (a) Meetings of Noteholders, modification and waiver Noteholders The Trust Deed contains provisions for convening meetings 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 convened made if sanctioned by the Issuer or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being remaining outstandingan Extraordinary Resolution. The quorum at for any such meeting for passing convened to consider an Extraordinary Resolution is two will be one or more persons holding or representing a clear majority in nominal principal amount of the Notes for the time being outstanding, outstanding or at any adjourned meeting two 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 (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 method or basis of 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 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)majority required to pass the Extraordinary Resolution or (ix) the sanctioning of any scheme or proposal for the exchange or conversion of Notes, in which case the necessary quorum shall be two one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstandingthirds, or at any adjourned such meeting two or more persons holding or representing not less than one-third 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, meeting at which such resolution was passed) and on all Couponholders. The Trustee These Conditions may agreebe amended, without modified or varied in relation to any Series of Notes by the consent terms of the Noteholders or Couponholders, relevant Pricing Supplement in relation 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, or determine, without any such consent as aforesaid, that any Event of Default or potential Event of Default 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 is of a formal, minor or technical nature or to correct a manifest error. In addition, the Trustee shall, provided it receives a certificate signed by two authorised signatories of the Issuer certifying that each change which the Issuer requires the Trustee to make pursuant to Condition 4.2(h)(iii)(C) is a Benchmark Amendment and that the effect of the required drafting of such change is solely to implement a Benchmark Amendment, consent to any Benchmark Amendment (as defined in Condition 4.2(h)(iii)(C)), irrespective of the effect thereof on affected Noteholders and without any liability thereto provided further, however, that the Trustee shall not be obliged to agree to any Benchmark Amendment which, in its sole opinion, would have the effect of (i) exposing the Trustee to any liabilities in respect of which it has not been indemnified and/or secured and/or prefunded to its satisfaction or (ii) increasing the obligations or duties, or decreasing the rights or protections of the Trustee in the Trust Deed, the Agency Agreement and/or these Conditions (as applicable). No consent of the Noteholders or Couponholders shall be required in connection with effecting any Benchmark Amendment as described in Condition 4.2(h)(iii)(C). Any such modifications shall be binding on the Noteholders and the Couponholders and, unless the Trustee agrees otherwise, any such modification shall be notified to the Noteholders in accordance with Condition 13 (Notices) as soon as reasonably practicable thereafter. In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation or determination), 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 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 (Taxation) and/or any undertaking or covenant given in addition to, or in substitution for, Condition 7 (Taxation) pursuant to the Trust Deed. In effecting any Benchmark Amendment the Trustee shall not have regard to the effect thereof on any Noteholder. With respect to the Senior Non-Preferred Notes, any waiver or modification of the Notes or the Trust Deed may be sanctioned in accordance with the provisions of this Condition 14 only to the extent permitted under Article 12-bis, paragraph 4, of the Italian Banking Act, and the Issuer shall deliver to the Trustee a certificate signed by two duly authorised signatories of the Issuer stating that such waiver or modification of the Notes or the Trust Deed is permitted under Article 12-bis, paragraph 4, of the Italian Banking ActSeries.

Meetings of Noteholders, Modification, Waiver and Substitution. 14.1 Meeting of Noteholders, modification and waiver The Trust Deed contains provisions for convening meetings (including the holding of physical or, wholly or partly, virtual meetings by means of electronic facility or facilities (including telephone and video conference platforms)) 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 Issuer, the Guarantors or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than 10 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 two one or more persons holding or representing a clear majority not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two 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 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), the quorum shall be two one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting two one or more persons holding or representing not less than one-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 the meeting, and on all Couponholders. The Trust Deed provides that a resolution in writing signed by, or on behalf of, the holders of not less than three- quarters of the nominal amount of the Notes 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, or determine, without any such consent as aforesaid, that any Event of Default or potential Event of Default 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 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, provided it receives a certificate signed by two authorised signatories of the Issuer certifying that each change which the Issuer requires the Trustee to make pursuant to Condition 4.2(h)(iii)(C) is a Benchmark Amendment and that the effect of the required drafting of such change is solely to implement a Benchmark Amendment, consent to any Benchmark Amendment (as defined in Condition 4.2(h)(iii)(C)), irrespective of the effect thereof on affected Noteholders and without any liability thereto provided further, however, that the Trustee shall not be obliged to agree to concur with the Issuer in effecting any Benchmark Amendment which, in its sole opinion, would have Amendments without the effect of (i) exposing the Trustee to any liabilities in respect of which it has not been indemnified and/or secured and/or prefunded to its satisfaction or (ii) increasing the obligations or duties, or decreasing the rights or protections of the Trustee in the Trust Deed, the Agency Agreement and/or these Conditions (as applicable). No consent of the Noteholders or Couponholders shall be required in connection with effecting any Benchmark Amendment as described in Condition 4.2(h)(iii)(C)Couponholders. Any such modifications modification shall (unless the Trustee agrees otherwise) be binding on the Noteholders and the Couponholders and, unless the Trustee agrees otherwise, and any such modification shall be notified to the Noteholders in accordance with Condition 13 (Notices) as soon as reasonably practicable thereafter. In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation or determination), 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, 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 (Taxation) and/or any undertaking or covenant given in addition to, or in substitution for, Condition 7 (Taxation) pursuant to the Trust Deed. In effecting any Benchmark Amendment The Trustee may, without the Trustee shall not have regard consent of the Noteholders, agree with the Issuer to the effect thereof on substitution in place of the Issuer (or of any Noteholder. With respect to previous substitute under this Condition) as the Senior Non-Preferred principal debtor under the Notes, any waiver or modification of the Notes or Coupons and the Trust Deed may be sanctioned in accordance with the provisions of this Condition 14 only to the extent permitted under Article 12-bisanother company, paragraph 4, being a Subsidiary of the Italian Banking ActIssuer, subject to (a) the Notes being unconditionally and irrevocably guaranteed by the Issuer shall deliver to Guarantors, (b) the Trustee a certificate signed by two duly authorised signatories being satisfied that the interests of the Issuer stating that such waiver or modification of Noteholders will not be materially prejudiced by the Notes or substitution and (c) certain other conditions set out in the Trust Deed is permitted under Article 12-bisbeing complied with. Subject to Condition 3.2, paragraph 4the Trustee may, without the consent of the Italian Banking ActNoteholders, agree with the Issuer that a Guarantor (other than Motability Operations Group plc or Motability Operations Limited) shall cease to be a Guarantor where such Guarantor is the subject of a disposal or a solvent winding-up, dissolution or liquidation.

Meetings of Noteholders, Modification, Waiver and Substitution. 14.1 Meeting of Noteholders, modification and waiver The Trust Deed contains provisions for convening meetings 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 Issuer, the Guarantors or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than 10 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 two one or more persons holding or representing a clear majority not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two 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 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), the quorum shall be two one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting two one or more persons holding or representing not less than one-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 the meeting, and on all Couponholders. 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, or determine, without any such consent as aforesaid, that any Event of Default or potential Event of Default 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 is of a formal, minor or technical nature or to correct a manifest error. In addition, the Trustee shall, provided it receives a certificate signed by two authorised signatories of the Issuer certifying that each change which the Issuer requires the Trustee to make pursuant to Condition 4.2(h)(iii)(C) is a Benchmark Amendment and that the effect of the required drafting of such change is solely to implement a Benchmark Amendment, consent to any Benchmark Amendment (as defined in Condition 4.2(h)(iii)(C)), irrespective of the effect thereof on affected Noteholders and without any liability thereto provided further, however, that the Trustee shall not be obliged to agree to any Benchmark Amendment error or an error which, in its sole opinion, would have the effect of (i) exposing the Trustee to any liabilities in respect of which it has not been indemnified and/or secured and/or prefunded to its satisfaction or (ii) increasing the obligations or duties, or decreasing the rights or protections opinion of the Trustee in the Trust DeedTrustee, the Agency Agreement and/or these Conditions (as applicable). No consent of the Noteholders or Couponholders shall be required in connection with effecting any Benchmark Amendment as described in Condition 4.2(h)(iii)(C)is proven. Any such modifications modification shall be binding on the Noteholders and the Couponholders and, and any such modification shall (unless the Trustee agrees otherwise, any such modification shall ) be notified to the Noteholders in accordance with Condition 13 (Notices) 14 as soon as reasonably practicable thereafter. In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation or determination), 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, 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 (Taxation) 8 and/or any undertaking or covenant given in addition to, or in substitution for, Condition 7 (Taxation) 8 pursuant to the Trust Deed. In effecting any Benchmark Amendment The Trustee may, without the Trustee shall not have regard consent of the Noteholders, agree with the Issuer to the effect thereof on substitution in place of the Issuer (or of any Noteholder. With respect to previous substitute under this Condition) as the Senior Non-Preferred principal debtor under the Notes, any waiver or modification of the Notes or Coupons and the Trust Deed may be sanctioned in accordance with the provisions of this Condition 14 only to the extent permitted under Article 12-bisanother company, paragraph 4, being a Subsidiary of the Italian Banking ActIssuer, subject to (a) the Notes being unconditionally and irrevocably guaranteed by the Issuer shall deliver to Guarantors, (b) the Trustee a certificate signed by two duly authorised signatories being satisfied that the interests of the Issuer stating that such waiver or modification of Noteholders will not be materially prejudiced by the Notes or substitution and (c) certain other conditions set out in the Trust Deed is permitted under Article 12-bisbeing complied with. Subject to Condition 3.2, paragraph 4the Trustee may, without the consent of the Italian Banking ActNoteholders, agree with the Issuer that a Guarantor (other than Motability Operations Group plc or Motability Operations Limited) shall cease to be a Guarantor where such Guarantor is the subject of a disposal or a solvent winding-up, dissolution or liquidation.

Meetings of Noteholders, Modification, Waiver and Substitution. 14.1 Meeting of Noteholders, modification and waiver 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 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 10 per cent. 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 two one or more persons holding or representing a clear majority more than half in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two 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 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 Notes, or the CouponsCoupons but excluding any modification or amendment made in accordance with Condition 4.3(g)), the quorum shall be two one or more persons holding or representing not less than twothree-thirds quarters in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting two one or more persons holding or representing not less than one-third 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 the 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 or 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 which, in the opinion of the Trustee, is of a formal, minor or technical nature or to correct a manifest error. In addition, the Trustee shall, provided it receives a certificate signed by two authorised signatories of the Issuer certifying that each change which the Issuer requires the Trustee to make pursuant to Condition 4.2(h)(iii)(C) is a Benchmark Amendment and that the effect of the required drafting of such change is solely to implement a Benchmark Amendment, consent to any Benchmark Amendment (as defined in Condition 4.2(h)(iii)(C)), irrespective of the effect thereof on affected Noteholders and without any liability thereto provided further, however, that the Trustee shall not be obliged to agree to any Benchmark Amendment which, in its sole opinion, would have the effect of (i) exposing the Trustee to any liabilities in respect of which it has not been indemnified and/or secured and/or prefunded to its satisfaction or (ii) increasing the obligations or duties, or decreasing the rights or protections of the Trustee in the Trust Deed, the Agency Agreement and/or these Conditions (as applicable). No consent of the Noteholders or Couponholders shall be required in connection with effecting any Benchmark Amendment as described in Condition 4.2(h)(iii)(C). Any such modifications modification shall be binding on the Noteholders and the Couponholders and, unless the Trustee agrees otherwise, and any such modification shall be notified to the Noteholders in accordance with Condition 13 (Notices) as soon as reasonably 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, determination, variation or determinationsubstitution), 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 (Taxation) and/or any undertaking or covenant given in addition to, or in substitution for, Condition 7 (Taxation) pursuant to the Trust Deed. In effecting any Benchmark Amendment The Trustee may, without the Trustee shall not have regard consent of the Noteholders, agree with the Issuer to the effect thereof on substitution of certain other entities in place of the Issuer or a Guarantor, as applicable, (or of any Noteholder. With respect to previous substitute under this Condition) under the Senior Non-Preferred Notes, any waiver or modification of the Notes or 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 sanctioned 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 14 only 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 extent permitted under Article 12-bis, paragraph 4, interests of the Italian Banking Act, and the Noteholders. The Issuer shall deliver will provide to the Trustee a certificate signed by two duly authorised signatories 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 stating that such waiver Issuer, or modification of the any previous substituted company, or, in respect of Senior Notes or the Trust Deed is permitted under Article 12-bis, paragraph 4only, of the Italian Banking Actany resignation of a Guarantor or addition of a new guarantor, pursuant to this Condition 14.

Meetings of Noteholders, Modification, Waiver and Substitution. 14.1 Meeting of Noteholders, modification and waiver The Trust Deed contains provisions for convening meetings (including the holding of physical or, wholly or partly, virtual meetings by means of electronic facility or facilities (including telephone and video conference platforms)) 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 Issuer, the Guarantors or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than 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 two one or more persons holding or representing a clear majority not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two 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 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), the quorum shall be two one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting two one or more persons holding or representing not less than one-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 the meeting, and on all Couponholders. The Trust Deed provides that a resolution in writing signed by, or on behalf of, the holders of not less than three-quarters of the nominal amount of the Notes 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, or determine, without any such consent as aforesaid, that any Event of Default or potential Event of Default 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 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, provided it receives a certificate signed by two authorised signatories of the Issuer certifying that each change which the Issuer requires the Trustee to make pursuant to Condition 4.2(h)(iii)(C) is a Benchmark Amendment and that the effect of the required drafting of such change is solely to implement a Benchmark Amendment, consent to any Benchmark Amendment (as defined in Condition 4.2(h)(iii)(C)), irrespective of the effect thereof on affected Noteholders and without any liability thereto provided further, however, that the Trustee shall not be obliged to agree to concur with the Issuer in effecting any Benchmark Amendment which, in its sole opinion, would have Amendments without the effect of (i) exposing the Trustee to any liabilities in respect of which it has not been indemnified and/or secured and/or prefunded to its satisfaction or (ii) increasing the obligations or duties, or decreasing the rights or protections of the Trustee in the Trust Deed, the Agency Agreement and/or these Conditions (as applicable). No consent of the Noteholders or Couponholders shall be required in connection with effecting any Benchmark Amendment as described in Condition 4.2(h)(iii)(C)Couponholders. Any such modifications modification shall (unless the Trustee agrees otherwise) be binding on the Noteholders and the Couponholders and, unless the Trustee agrees otherwise, and any such modification shall be notified to the Noteholders in accordance with Condition 13 (Notices) as soon as reasonably practicable thereafter. In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation or determination), 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, 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 (Taxation) and/or any undertaking or covenant given in addition to, or in substitution for, Condition 7 (Taxation) pursuant to the Trust Deed. In effecting any Benchmark Amendment The Trustee may, without the Trustee shall not have regard consent of the Noteholders, agree with the Issuer to the effect thereof on substitution in place of the Issuer (or of any Noteholder. With respect to previous substitute under this Condition) as the Senior Non-Preferred principal debtor under the Notes, any waiver or modification of the Notes or Coupons and the Trust Deed may be sanctioned in accordance with the provisions of this Condition 14 only to the extent permitted under Article 12-bisanother company, paragraph 4, being a Subsidiary of the Italian Banking ActIssuer, subject to (a) the Notes being unconditionally and irrevocably guaranteed by the Issuer shall deliver to Guarantors, (b) the Trustee a certificate signed by two duly authorised signatories being satisfied that the interests of the Issuer stating that such waiver or modification of Noteholders will not be materially prejudiced by the Notes or substitution and (c) certain other conditions set out in the Trust Deed is permitted under Article 12-bisbeing complied with. Subject to Condition 3.2, paragraph 4the Trustee may, without the consent of the Italian Banking ActNoteholders, agree with the Issuer that a Guarantor (other than Motability Operations Group plc or Motability Operations Limited) shall cease to be a Guarantor where such Guarantor is the subject of a disposal or a solvent winding-up, dissolution or liquidation.