Common use of Meetings of Noteholders Clause in Contracts

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of Noteholders of not less than 90 per cent. of the aggregate principal amount of Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matter.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth fifth of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the aggregate principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the NoteholdersNoteholders or Couponholders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of Noteholders of holding not less than 90 per cent. of the three-quarters in aggregate principal amount of the Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether . 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 the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterNoteholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons voters holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons voters being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency in which amounts due in respect of payments under the NotesNotes are payable, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "“Reserved Matter"”)) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons voters holding or representing not less than threetwo-quarters thirds or, at any adjourned meeting, one quarter third of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the NoteholdersNoteholders and Couponholders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of Noteholders of not less than 90 per cent. of the aggregate principal amount of Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matter.

Meetings of Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of Noteholders to consider matters relating to the Notesany matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary ResolutionConditions or any provisions of the Trust Deed. Such a meeting may be convened by the Issuer Issuer, any Guarantor or the Trustee and shall be convened by it upon the request Issuer if required in writing of by Noteholders holding not less than one-tenth of the aggregate 10 per cent. in principal amount of the outstanding NotesNotes for the time being outstanding. The quorum at for any meeting convened to vote on consider an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate 50 per cent. in principal amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, meeting two or more persons being or representing Noteholders whatever the principal amount of the Notes so held or represented; provided, howeverunless the business of such meeting includes consideration of proposals, that certain proposals inter alia, (including any proposal i) to change any date fixed for payment modify the maturity of principal the Notes or the dates on which interest is payable in respect of the Notes, (ii) to reduce or cancel the principal amount of principal of, or any premium or interest payable on any date in respect of on, the Notes, (iii) to alter change the method of calculating the amount currency of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, (iv) to amend the subordination terms of the Guarantees, or (v) to modify the provisions in the Deed of Covenant or to change concerning the quorum requirements relating to meetings required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution (eachResolution, a "Reserved Matter")) may only in which case the necessary quorum will be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than threetwo-quarters orthirds, or at any adjourned meetingmeeting not less than one-third, one quarter of the aggregate in principal amount of the outstanding Notes form a quorumfor the time being outstanding. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all Noteholders (whether or not they were present at the Noteholders, whether present or notmeeting at which such resolution was passed). In addition, (i) An “Extraordinary Resolution” is a resolution in respect of which not less than three-quarters of the votes cast shall have been in favour at a meeting of Noteholders duly convened and held in accordance with the Trust Deed. The Trust Deed provides that a resolution in writing signed by or on behalf of Noteholders the holders of not less than 90 per cent. of the aggregate three-quarters in principal amount of the Notes then outstanding who for the time being outstanding will take effect are entitled to receive notice of a meeting shall for all purposes be as if it were valid as an Extraordinary Resolution, whether contained Resolution passed at a meeting of Noteholders convened and held in accordance with the provisions of the Trust Deed. Such resolution in writing may be in one document or several documents in the same form, like form each signed by or on behalf of one or more of the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterNoteholders.

Meetings of Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of Noteholders to consider matters relating to the Notesany matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary ResolutionConditions or any provisions of the Trust Deed. Such a meeting may be convened by the Issuer Issuer, any Guarantor or the Trustee and shall be convened by it upon the request Issuer if required in writing of by Noteholders holding not less than one-tenth of the aggregate 10 per cent. in principal amount of the outstanding NotesNotes for the time being outstanding. The quorum at for any meeting convened to vote on consider an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate a clear majority in principal amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, meeting two or more persons being or representing Noteholders whatever the principal amount of the Notes so held or represented; provided, howeverunless the business of such meeting includes consideration of proposals, that certain proposals inter alia, (including any proposal i) to change any date fixed for payment modify the maturity of principal the Notes or the dates on which interest is payable in respect of the Notes, (ii) to reduce or cancel the principal amount of principal of, or any premium or interest payable on any date in respect of on, the Notes, (iii) to alter change the method of calculating the amount currency of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, (iv) to amend the subordination terms of the Guarantees, or (v) to modify the provisions in the Deed of Covenant or to change concerning the quorum requirements relating to meetings required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution (eachResolution, a "Reserved Matter")) may only in which case the necessary quorum will be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than threetwo-quarters orthirds, or at any adjourned meetingmeeting not less than one-third, one quarter of the aggregate in principal amount of the outstanding Notes form a quorumfor the time being outstanding. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all Noteholders (whether or not they were present at the Noteholders, whether present or notmeeting at which such resolution was passed). In addition, (i) An “Extraordinary Resolution” is a resolution in respect of which not less than three-quarters of the votes cast shall have been in favour at a meeting of Noteholders duly convened and held in accordance with the Trust Deed. The Trust Deed provides that a resolution in writing signed by or on behalf of Noteholders the holders of not less than 90 per cent. of the aggregate three-quarters in principal amount of the Notes then outstanding who for the time being outstanding will take effect are entitled to receive notice of a meeting shall for all purposes be as if it were valid as an Extraordinary Resolution, whether contained Resolution passed at a meeting of Noteholders convened and held in accordance with the provisions of the Trust Deed. Such resolution in writing may be in one document or several documents in the same form, like form each signed by or on behalf of one or more of the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterNoteholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant Notes or to change the quorum requirements relating to meetings or the majority number of votes required to pass an Extraordinary Resolution (each, a "“Reserved Matter"”)) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the NoteholdersNoteholders and Couponholders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of all Noteholders of not less than 90 per cent. of the aggregate principal amount of Notes who for the time being outstanding are entitled to receive notice of a meeting of Noteholders will take effect as if it were an Extraordinary Resolution, whether . 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 the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterNoteholders.

Meetings of Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of the Noteholders to consider matters relating to the Notesany matter affecting their interests, including the modification or abrogation by Extraordinary Resolution of any provision of these ConditionsConditions or any of the provisions of the Trust Deed. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer directors of the Issuer, the Trustee or the Noteholders’ Representative (as defined below) at their discretion and shall be convened by it upon the Issuer, subject to mandatory provisions of Italian law applicable from time to time, at the request of the Trustee or upon a requisition in writing signed by the holders of Noteholders holding not less than one-tenth twentieth in aggregate principal amount of the Notes for the time being outstanding. If the Issuer defaults in convening such a meeting following such request or requisition by the Noteholders representing not less than one-twentieth in aggregate principal amount of the Notes outstanding, the same may be convened by decision of the President of the competent court upon request by such Noteholders. Every such meeting shall be held at such time and place as provided pursuant to Article 2363 of the Italian Civil Code, or as the Trustee may appoint or approve in writing. The quorum required at any such meeting will be (subject to compliance with mandatory laws, legislation, rules and regulations of Italy in force from time to time) (a) in the case of a first meeting, one or more persons present being or representing Noteholders and holding not less than one half of the aggregate principal amount of the outstanding Notes; (b) in the case of an adjourned meeting, one or more persons present being or representing Noteholders and holding more than one third of the aggregate principal amount of the outstanding Notes; and (c) in the case of a further adjourned meeting, one or more persons present being or representing Noteholders and holding not less than one fifth of the aggregate principal amount of the outstanding Notes. The quorum majority required to pass a resolution at any meeting (including an adjourned meeting) convened to vote on an Extraordinary Resolution will be (subject to compliance with mandatory laws, legislation, rules and regulations of Italy in force from time to time) not less than two or more persons holding or representing one more than half thirds of the aggregate principal amount of the outstanding Notes or, represented at any adjourned the meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals proposals, as set out in Article 2415 of the Italian Civil Code (including any proposal to change any date fixed for payment of principal or interest in respect of modify the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect maturity of the Notes or the date for any such paymentdates on which interest is payable on them; to reduce or cancel the principal amount of, or interest on, the Notes; or to change the currency of payments under payment of the Notes, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution ) (each, each a "Reserved Matter")) , may only be sanctioned by a resolution passed at meeting (including any adjourned meeting) of Noteholders by an Extraordinary Resolution passed at by a meeting of Noteholders at which two or more persons holding or majority representing not less than three-quarters or, at any adjourned meeting, one quarter half of the aggregate principal amount of the outstanding Notes form for the time being outstanding. The Trust Deed provides that a quorumresolution passed at a meeting duly convened and held in accordance with the Trust Deed by the majority specified above shall be effective as an Extraordinary Resolution of the Noteholders. Any Extraordinary Resolution resolution duly passed at any such meeting shall by the Noteholders will be binding on all the Noteholders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of Noteholders of not less than 90 per cent. of the aggregate principal amount of Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matterthey are present at any meeting, and on all Couponholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider matters relating to the Notesany matter affecting their interests, including the modification by Extraordinary Resolution of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth Conditions or any of the aggregate principal amount provisions of the outstanding NotesAgency Agreement. The quorum at any meeting convened to vote on for passing an Extraordinary Resolution will be two one or more persons present holding or representing one more than half of the aggregate 50 per cent. in principal amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, two meeting one or more persons being or representing Noteholders present whatever the principal amount of the Notes held or represented; providedrepresented by him or them, however, except that at any meeting the business of which includes the modification of certain proposals (including any proposal to change any date fixed of these Conditions the necessary quorum for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass passing an Extraordinary Resolution (each, a "Reserved Matter")) may only will be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two one or more persons present holding or representing not less than three-quarters or75 per cent., or at any adjourned meetingmeeting not less than 25 per cent., one quarter of the aggregate principal amount of the outstanding Notes form for the time being outstanding. The Agency Agreement provides that (i) a quorum. Any Extraordinary Resolution duly resolution passed at any a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such meeting shall be binding on all the Noteholders, whether present or not. In additionresolution, (iii) a resolution in writing signed by or on behalf of Noteholders the holders of not less than 90 per cent. of the aggregate three-fourths in principal amount of the Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (iiiii) a resolution passed consent given by way of electronic consents through the relevant clearing systems system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of Noteholders the holders of not less than 75 per cent. three-fourths in aggregate principal amount of the Notes for the time being outstanding with the effect as if it were an Extraordinary Resolutionoutstanding, shall, in each case case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed at any meeting of the Noteholders will be binding on all Noteholders, whether or not relating to a Reserved Matterthey are present at any meeting, and whether or not they voted on the resolution.

Meetings of Noteholders. The Fiscal Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions, other than as contemplated in Condition 16. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend Notes (other than the subordination provisions replacement of the French Franc by the Europ (as defined in the Deed of Covenant Condition (6)) or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than three-quarters three quartets or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the NoteholdersNoteholders and Couponholders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of all Noteholders of not less than 90 per cent. of the aggregate principal amount of Notes who for the time being outstanding are entitled to receive notice of a meeting of Noteholders will take effect as if it were an Extraordinary Resolution, whether . 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 the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterNoteholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of the Noteholders to consider matters relating to the Notesany matter affecting their interests, including the modification by Extraordinary Resolution of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth Conditions or any of the aggregate principal amount provisions of the outstanding NotesAgency Agreement. The quorum at any meeting convened to vote on for passing an Extraordinary Resolution will be two one or more persons present holding or representing one more than half of the aggregate 50 per cent. in principal amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, two such meeting one or more persons being or representing Noteholders present whatever the principal amount of the Notes held or represented; providedrepresented by him or them, however, except that at any meeting the business of which includes any matter defined in the Agency Agreement as a Basic Terms Modification including the modification of certain proposals of these Conditions (including any proposal to change the date of maturity of the Notes or any date fixed for payment of principal interest thereon, reducing or interest in respect of the Notes, to reduce cancelling the amount of principal or the rate of interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change altering the currency of payments under payment of the Notes), to amend the subordination provisions in the Deed of Covenant or to change the necessary quorum requirements relating to meetings or the majority required to pass for passing an Extraordinary Resolution (each, a "Reserved Matter")) may only will be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two one or more persons present holding or representing not less than threetwo-quarters orthirds, or at any adjourned meetingmeeting not less than one-third, one quarter of the aggregate principal amount of the outstanding Notes form for the time being outstanding. The Agency Agreement provides that (i) a quorum. Any Extraordinary Resolution duly resolution passed at any a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such meeting shall be binding on all the Noteholders, whether present or not. In additionresolution, (iii) a resolution in writing signed by or on behalf of Noteholders the holders of not less than 90 per cent. of the aggregate three-fourths in principal amount of the Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (iiiii) a resolution passed consent given by way of electronic consents through the relevant clearing systems system(s) (in a form satisfactory to the Fiscal Agent) by or on behalf of Noteholders the holders of not less than 75 per cent. three-fourths in aggregate principal amount of the Notes for the time being outstanding with the effect as if it were an Extraordinary Resolutionoutstanding, shall, in each case case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not relating to a Reserved Matterthey are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-one- tenth of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons Persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons Persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) Matters may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons Persons holding or representing not less than three-quarters or, at any adjourned meeting, one one-quarter of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting or in writing or by way of electronic consents shall be binding on all the Noteholders, whether or not they are present at the meeting, or notvoting in favour or, as the case may be, whether or not signing the written resolution or providing electronic consents. In additionThe Agency Agreement provides that (i) a resolution passed, at a meeting duly convened and held, by a majority of at least 75 per cent. of the votes cast, (iii) a resolution in writing signed by or on behalf of Noteholders of not less than 90 at least 75 per cent. of the aggregate principal amount Noteholders of Notes the relevant Series for the time being outstanding will take effect or (iii) if applicable, consent given by way of electronic consents through the relevant clearing system(s) by or on behalf of at least 75 per cent. of the Noteholders of the relevant Series for the time being outstanding, shall, in each case be effective as if it were an Extraordinary Resolution, whether . 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 the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterNoteholders.

Meetings of Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of the Noteholders to consider matters relating to the Notesany matter affecting their interests, including the modification or abrogation by Extraordinary Resolution of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth Conditions or any of the aggregate principal amount provisions of the outstanding NotesTrust Deed. The quorum at any meeting convened to vote on for passing an Extraordinary Resolution will be two one or more persons present holding or representing one more than half of the aggregate 50 per cent in principal amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, two such meeting one or more persons being or representing Noteholders present whatever the principal amount of the Notes held or represented; providedrepresented by him or them, howeverexcept that, that at any meeting the business of which includes the modification of certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount provisions of principal or interest payable on any date in respect these Conditions and certain of the Notes, to alter the method of calculating the amount of any payment in respect provisions of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions Trust Deed (as more fully described in the Deed of Covenant or to change Trust Deed), the necessary quorum requirements relating to meetings or the majority required to pass for passing an Extraordinary Resolution (each, a "Reserved Matter")) may only will be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two one or more persons present holding or representing not less than threetwo-quarters orthirds, or at any adjourned meetingsuch meeting not less than one third, one quarter of the aggregate principal amount of the outstanding Notes form for the time being outstanding. The Trust Deed provides that (i) a quorum. Any Extraordinary Resolution duly resolution passed at any a meeting duly convened and held by a majority consisting of not less than three-fourths of the persons voting at such meeting shall be binding or three-fourths of the votes cast on all the Noteholders, whether present or not. In additiona poll, (iii) a resolution in writing signed by or on behalf of Noteholders the holders of not less than 90 per cent. of the aggregate three-fourths in principal amount of the Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained or (iii) consents given by way of electronic consents though the relevant clearing system(s) (in one document or several documents in accordance with the same form, each signed Trust Deed) by or on behalf of one or more the Noteholders and (iiholder(s) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. three-fourths in aggregate principal amount of the Notes for the time being outstanding with the effect as if it were an Extraordinary Resolutionoutstanding, shall, in each case case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed at any meeting of the Noteholders will be binding on all Noteholders, whether or not relating to a Reserved Matterthey are present at the meeting, and on all Couponholders.

Meetings of Noteholders. Any modification to these Conditions or any provisions of the Trust Deed will be subject to the Issuer or the Guarantor satisfying the Regulatory Clearance Condition. The Agency Agreement Trust Deed contains provisions for convening meetings of the Noteholders to consider matters relating to the Notesany matter affecting their interests, including the modification or abrogation by Extraordinary Resolution of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary ResolutionConditions or any of the provisions of the Trust Deed. Such a meeting may be convened by the Issuer and shall be convened by it upon Issuer, the request in writing of Guarantor, the Trustee or Noteholders holding not less than one-tenth of the aggregate 10 per cent. in principal amount of the outstanding NotesNotes for the time being outstanding. The quorum at any meeting convened to vote on for passing an Extraordinary Resolution will be two or more persons present holding or representing one more than half of the aggregate a clear majority in principal amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, such meeting two or more persons being or representing Noteholders present whatever the principal amount of the Notes held or represented; providedrepresented by him or them, howeverexcept that, that certain proposals (including at any proposal meeting the business of which falls within the proviso to change any date fixed paragraph 3 of Schedule 3 to the Trust Deed, the necessary quorum for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass passing an Extraordinary Resolution (each, a "Reserved Matter")) may only will be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons present holding or representing not less than three-quarters or75 per cent., or at any adjourned meetingsuch meeting not less than 25 per cent., one quarter of the aggregate principal amount of the outstanding Notes form for the time being outstanding. The Trust Deed also provides that a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders, whether present or not. In addition, (i) a written resolution in writing signed executed by or on behalf of Noteholders the holders of not less than 90 75 per cent. of the aggregate in principal amount of the Notes for the time being outstanding will who would have been entitled to vote upon it if it had been proposed at a meeting at which they were present shall take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf . An Extraordinary Resolution passed at any duly convened and held meeting of one or more the Noteholders and (ii) a resolution passed or by way of electronic consents through the clearing systems by or a written resolution will be binding on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolutionall Noteholders, in each case whether or not relating they are present at the meeting or (as the case may be) whether or not they execute the written resolution. The agreement or approval of the Noteholders shall not be required in the case of any variation of these Conditions and/or the Trust Deed required to be made in connection with the substitution or variation of the Notes pursuant to Condition 8(e) or 8(f) or any consequential amendments to these Conditions and/or the Trust Deed approved by the Trustee in connection with a Reserved Mattersubstitution of the Issuer or the Guarantor pursuant to Condition 15.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of the Noteholders to consider matters relating to the Notesany matter affecting their interests, including the modification by Extraordinary Resolution of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer Terms and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth Conditions or any of the aggregate principal amount provisions of the outstanding NotesAgency Agreement. The quorum at any meeting convened to vote on for passing an Extraordinary Resolution will be two one or more persons present holding or representing one more than half of the aggregate 50% in principal amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, two such meeting one or more persons being or representing Noteholders present whatever the principal amount of the Notes held or represented; providedrepresented by him or them, howeverexcept that at any meeting the business of which includes any matter defined in the Agency Agreement as a Basic Terms Modification, that including the modification of certain proposals of these Terms and Conditions (including any proposal to change the date of maturity of the Notes or any date fixed for payment of principal interest thereon, reducing or interest in respect of the Notes, to reduce cancelling the amount of principal or the rate of interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change altering the currency of payments under payment of the Notes), to amend the subordination provisions in the Deed of Covenant or to change the necessary quorum requirements relating to meetings or the majority required to pass for passing an Extraordinary Resolution (each, a "Reserved Matter")) may only will be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two one or more persons present holding or representing not less than threetwo-quarters orthirds, or at any adjourned meetingmeeting not less than one-third, one quarter of the aggregate principal amount of the outstanding Notes form for the time being outstanding. The Agency Agreement provides that (i) a quorum. Any Extraordinary Resolution duly resolution passed at any a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such meeting shall be binding on all the Noteholders, whether present or not. In additionresolution, (iii) a resolution in writing signed by or on behalf of Noteholders the holders of not less than 90 per cent. of the aggregate three-fourths in principal amount of the Notes for the time being outstanding will take effect or (iii) consent given by way of Electronic Consents (as if it were an Extraordinary Resolution, whether contained defined below) through the relevant clearing system(s) (in one document or several documents in a form satisfactory to the same form, each signed Fiscal Agent) by or on behalf of one or more the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders holders of not less than 75 per cent. three-fourths in aggregate principal amount of the Notes for the time being outstanding with the effect as if it were an Extraordinary Resolutionoutstanding, shall, in each case case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not relating to a Reserved Matterthey are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

Meetings of Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of Noteholders of any Series in London and Buenos Aires to consider matters relating to the Notesaffecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary ResolutionConditions or any provisions of the Trust Deed. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth of the aggregate 5% in principal amount of the outstanding NotesNotes of such Series for the time being outstanding. The quorum at for any meeting convened in London or Buenos Aires to vote on consider an Extraordinary Resolution will be two or more persons holding or representing one more than half be, in the case of the aggregate principal amount of the outstanding Notes or, at any adjourned meetingmeeting in London, two or more persons being or representing Noteholders whatever or, in the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount case of any payment meeting in respect of the Notes or the date for any such paymentBuenos Aires, to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two one or more persons holding or representing not less than three-quarters or60% of the Notes of such Series for the time being outstanding, or at any adjourned meeting, in the case of any meeting in London, two or more persons or, in the case of any meeting in Buenos Aires, one quarter or more persons holding or representing not less than 30% of the aggregate Notes of such Series for the time being outstanding. Any proposals to be considered at any meeting convened in London or Buenos Aires which, inter alia, (i) postpone the maturity of the Notes of any Series or the dates on which interest is payable in respect of the Notes of any Series; (ii) reduce or cancel the principal amount of, or interest on, the Notes of any Series; or (iii) change the currency of payment of the outstanding Notes form a quorumor the Coupons of any Series, must be passed by means of an Extraordinary Resolution of Noteholders of such Series. Any proposals to be considered at any meeting convened in London or Buenos Aires to (i) substitute the Issuer (or any previous substitute) as the principal debtor under the Trust Deed and the Notes, or (ii) modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution, must be passed by means of an Extraordinary Resolution of Noteholders of all outstanding Notes. Any resolution duly passed at any such a meeting convened in London shall be binding on all Noteholders of the Noteholders, relevant Series (whether or not they were present or not. In additionrepresented at the meeting at which such resolution was passed) and on all Couponholders, (i) only upon ratification by a resolution in writing signed by or on behalf meeting of Noteholders of not less than 90 per cent. the relevant Series held in Buenos Aires in accordance with the provisions of the aggregate principal amount Negotiable Obligations Law which provides, inter alia, that any resolution to ratify any of Notes the proposals mentioned above requires unanimous approval of those Noteholders, present or represented and voting. The Trust Deed contains provisions for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained Noteholders present or represented at meetings in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf London to appoint proxies at meetings of Noteholders of not less than 75 per centin Buenos Aires. Any resolution duly passed at a meeting convened in aggregate principal amount of Notes for the time being outstanding Buenos Aires in accordance with the effect as if it were an Extraordinary Resolution, in each case provisions of the Negotiable Obligations Law shall be binding on all Noteholders of the relevant Series (whether or not relating to a Reserved Matterthey were present or represented at such meeting, held in accordance with Article 14 of the Negotiable Obligations Law, at which such resolution was passed) and on all Couponholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of the Noteholders to consider matters relating to the Notesany matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes or any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolutionthe provisions of the Agency Agreement. Such a meeting may be convened by the Issuer and shall be convened by it upon the request Issuer if required in writing of by Noteholders holding not less than one-tenth five per cent. of the aggregate principal amount then Prevailing Principal Amount of the outstanding NotesNotes for the time being remaining outstanding. The quorum at any such meeting convened to vote on for passing an Extraordinary Resolution will be two is one or more persons holding or representing one more not less than half 50 per cent. of the aggregate principal amount then Prevailing Principal Amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, two meeting one or more persons being or representing Noteholders whatever the principal amount Prevailing Principal Amount of the Notes so held or represented; provided, however, except that at any meeting the business of which includes the modification of certain proposals provisions of the Notes (including any proposal to change modifying the Maturity Date or any date fixed for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount modifying Condition 3 by way of any payment in respect further subordination of the Notes or the date for any such payment, to change imposition or further restriction or limitation on the rights or claims of Noteholders altering the currency of payments under payment of the NotesNotes modifying the provisions of Condition 6, to amend the subordination provisions in 8.5 or 18, or amending the Deed of Covenant or to change in certain respects), the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only shall be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two one or more persons holding or representing not less than threetwo-quarters orthirds of the then Prevailing Principal Amount of the Notes for the time being outstanding, or at any adjourned meeting, such meeting one quarter or more persons holding or representing not less than one-third of the aggregate principal amount then Prevailing Principal Amount of the outstanding Notes form a quorumfor the time being outstanding. Any An Extraordinary Resolution duly passed at any such meeting shall of the Noteholders will be binding on all the Noteholders, whether or not they are present or notat the meeting. In additionThe Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than 75 per cent. of the votes cast on such resolution, (iii) a resolution in writing signed by or on behalf of the Noteholders of not less than 90 75 per cent. of the aggregate principal amount then Prevailing Principal Amount of the Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (iiiii) a resolution passed consent given by way of electronic consents through the relevant clearing systems (in a form satisfactory to the Fiscal Agent) by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount the then Prevailing Principal Amount of the Notes for the time being outstanding with the effect as if it were an Extraordinary Resolutionoutstanding, shall, in each case case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all the Noteholders, whether or not relating to a Reserved Matterthey are present at any meeting and whether or not they voted on the resolution.

Meetings of Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of Noteholders the Holders of the Notes of any Series to consider matters relating to the Notes, including the modification of any provision of these ConditionsConditions or the Trust Deed. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened Trustee, the Issuers or the Guarantor or by it the Trustee upon the request in writing of Noteholders the Holders of the Notes of any Series holding not less than one-tenth of the aggregate principal amount of the such outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes of such Series or, at any adjourned meeting, two or more persons being or representing Noteholders Holders of Notes of such Series whatever the principal amount of the Notes of such Series held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) Matter may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes of such Series form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the NoteholdersHolders of the Notes of such Series, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of all Noteholders of not less than 90 per cent. of the aggregate principal amount of Notes who for the time being outstanding are entitled to receive notice of a meeting of Noteholders under the Trust Deed will take effect as if it were an Extraordinary Resolution, whether . 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 the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterNoteholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of the Noteholders to consider matters relating to any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, including the modification Coupons or any of any provision the provisions of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolutionthe Agency Agreement. Such a meeting may be convened by the Issuer and shall be convened by it upon the request Issuer if required in writing of by Noteholders holding not less than one-tenth of the aggregate principal five per cent. in nominal amount of the outstanding NotesNotes for the time being remaining outstanding. The quorum at any such meeting convened to vote on for passing an Extraordinary Resolution will be two is one or more persons holding or representing one more not less than half of the aggregate principal 50 per cent. in nominal amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, two meeting one or more persons being or representing Noteholders whatever the principal nominal amount of the Notes so held or represented; provided, however, except that at any meeting the business of which includes the modification of certain proposals provisions of the Notes or the Coupons (including any proposal to change modifying the date of maturity of the Notes or any date fixed for payment of principal interest thereon, reducing or interest in respect of the Notes, to reduce cancelling the amount of principal or the rate of interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change altering the currency of payments under payment of the Notes, to amend Notes or the subordination provisions in Coupons or amending the Deed of Covenant or to change in certain respects), the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only shall be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two one or more persons holding or representing not less than threetwo-quarters orthirds in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting, such meeting one quarter of the aggregate principal or more persons holding or representing not less than one-third in nominal amount of the outstanding Notes form for the time being outstanding. The Agency Agreement provides that (i) a quorum. Any Extraordinary Resolution duly resolution passed at any a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such meeting shall be binding on all the Noteholders, whether present or not. In additionresolution, (iii) a resolution in writing signed by or on behalf of Noteholders the holders of not less than 90 per cent. three- fourths in nominal amount of the aggregate principal amount of Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (iiiii) a resolution passed consent given by way of electronic consents through the relevant clearing systems system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of Noteholders the holders of not less than 75 per cent. three-fourths in aggregate principal nominal amount of the Notes for the time being outstanding with the effect as if it were an Extraordinary Resolutionoutstanding, shall, in each case case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not relating to a Reserved Matterthey are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notesaffecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary ResolutionConditions or any provisions of the Agency Agreement. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth of the aggregate 10 per cent. in principal amount of the outstanding NotesNotes for the time being Outstanding. The quorum at for any meeting convened to vote on consider an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate a clear majority in principal amount of the outstanding Notes orfor the time being Outstanding, or at any adjourned meeting, meeting two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, howeverunless the business of such meeting includes consideration of proposals, that certain proposals amongst other things, (including any proposal i) to change any date fixed for payment modify the maturity of principal the Notes or the dates on which interest is payable in respect of the Notes, (ii) to reduce or cancel the principal amount of principal of, any premium payable on redemption of, or interest payable on any date in respect of the Notes, or to alter vary the method of calculating the amount rate of any interest on, the Notes, (iii) to change the currency of payment in respect of the Notes or the date for any such paymentCoupons, (iv) to change modify the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant or to change concerning the quorum requirements relating to meetings required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution Resolution, or (eachv) to modify or cancel the Guarantee, a "Reserved Matter")) may only in which case the necessary quorum will be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than three-quarters ortwo thirds, or at any adjourned meetingmeeting not less than one third, one quarter of the aggregate in principal amount of the outstanding Notes form a quorumfor the time being Outstanding. The Agency Agreement does not contain any provisions requiring higher quorums in any circumstances. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders, whether present or not. In addition, Noteholders (i) a resolution in writing signed by or on behalf of Noteholders of not less than 90 per cent. of the aggregate principal amount of Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matterthey were present at the meeting at which such resolution was passed) and on all Couponholders. Any modification or cancellation of the Guarantee shall only be effective if approved by ministerial decision of the Guarantor.

Meetings of Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these ConditionsConditions or the Trust Deed. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer or the Trustee and shall be convened by it the Trustee upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the outstanding NotesNotes upon at least 30 day’s notice (exclusive of the day on which notice is given and of the day on which the relevant meeting is to be held), in accordance with the Trust Deed. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) Matters may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than threetwo-quarters thirds or, at any adjourned meeting, one quarter one-third of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of all Noteholders of not less than 90 per cent. of the aggregate principal amount of Notes who for the time being outstanding are entitled to receive notice of a meeting of Noteholders under the Trust Deed will take effect as if it were an Extraordinary Resolution, whether . 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 the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterNoteholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of the Noteholders to consider matters relating to the Notesany matter affecting their interests, including the modification by Extraordinary Resolution of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by Conditions or the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth Guarantee or any of the aggregate principal amount provisions of the outstanding NotesAgency Agreement. The quorum at any meeting convened to vote on for passing an Extraordinary Resolution will be two one or more persons present holding or representing one more than half of the aggregate 50 per cent. in principal amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, two such meeting one or more persons being or representing Noteholders present whatever the principal amount of the Notes held or represented; providedrepresented by him or them, howeverexcept that at any meeting the business of which includes any matter defined in the Agency Agreement as a Basic Terms Modification, that including the modification of the Guarantee or certain proposals of these Conditions (including any proposal to change the date of maturity of the Notes or any date fixed for payment of principal interest thereon, reducing or interest in respect of the Notes, to reduce cancelling the amount of principal or the rate of interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change altering the currency of payments under payment of the Notes), to amend the subordination provisions in the Deed of Covenant or to change the necessary quorum requirements relating to meetings or the majority required to pass for passing an Extraordinary Resolution (each, a "Reserved Matter")) may only will be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two one or more persons present holding or representing not less than threetwo-quarters orthirds, or at any adjourned meetingmeeting not less than one-third, one quarter of the aggregate principal amount of the outstanding Notes form for the time being outstanding. The Agency Agreement provides that (i) a quorum. Any Extraordinary Resolution duly resolution passed at any a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such meeting shall be binding on all the Noteholders, whether present or not. In additionresolution, (iii) a resolution in writing signed by or on behalf of Noteholders the holders of not less than 90 per cent. of the aggregate three-fourths in principal amount of the Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (iiiii) a resolution passed consent given by way of electronic consents through the relevant clearing systems system(s) (in a form satisfactory to the Fiscal Agent) by or on behalf of Noteholders the holders of not less than 75 per cent. three-fourths in aggregate principal amount of the Notes for the time being outstanding with the effect as if it were an Extraordinary Resolutionoutstanding, shall, in each case case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not relating to a Reserved Matterthey are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of the Noteholders to consider matters relating to any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, including the modification Coupons or certain provisions of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolutionthe Agency Agreement. Such a meeting may be convened by the Issuer and shall be convened at any time or by it upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal 10% in nominal amount of the outstanding NotesNotes for the time being outstanding. The quorum at any such meeting convened to vote on an for passing such Extraordinary Resolution will be two is one or more persons holding or representing one more than half of in the aggregate principal not less than 50% in nominal amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, two meeting one or more persons being or representing Noteholders whatever the principal nominal amount of the Notes so held or represented; provided, however, except that at any meeting the business of which includes the modification of certain proposals provisions of the Notes or Coupons (including any proposal to change modifying the date of maturity of the Notes or any date fixed for payment of principal interest thereon, reducing or interest in respect of the Notes, to reduce cancelling the amount of principal (except as provided by the Conditions) or the rate of interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change altering the currency of payments under payment of the Notes, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings Notes or the majority required to pass Coupons), the necessary quorum for passing an Extraordinary Resolution (each, a "Reserved Matter")) may only will be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two one or more persons holding or representing not less than threetwo-quarters orthirds, or at any adjourned meetingsuch meeting not less than one-third, one quarter of the aggregate principal in nominal amount of the outstanding Notes form a quorumfor the time being outstanding. Any An Extraordinary Resolution duly passed at any such meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present or notat the meeting, and on all Couponholders. In addition, (i) a resolution in writing signed by or on behalf of Noteholders of not less than 90 per cent. Such modifications may only be made to the extent that the Issuer has obtained the prior written approval of the aggregate principal amount of Notes for Competent Authority (if so required by the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterRelevant Regulations).

Meetings of Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of Noteholders to consider matters relating to the Notesaffecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Trust Deed) of a modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary ResolutionConditions or any provisions of the Trust Deed. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth of the aggregate 10% in principal amount of the outstanding NotesNotes for the time being outstanding. The quorum at for any meeting convened to vote on consider an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate a clear majority in principal amount of the outstanding Notes for the time being outstanding, or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, howeverunless the business of such meeting includes consideration of proposals, that certain proposals inter alia, (including any proposal i) to change any date fixed for payment modify the maturity of principal the Notes or the dates on which interest is payable in respect of the Notes, (ii) to reduce or cancel the principal amount of principal or interest payable on any date in respect of the Notes, or to alter vary the method of calculating the amount rate of any interest on, the Notes, (iii) to change the currency of payment in respect of the Notes or the date for any such paymentCoupons, or (iv) to change modify the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant or to change concerning the quorum requirements relating to meetings required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only in which case the necessary quorum will be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than three-quarters or75%, or at any adjourned meetingmeeting not less than 25%, one quarter of the aggregate in principal amount of the outstanding Notes form a quorumfor the time being outstanding. Any Extraordinary Resolution duly passed at any such meeting shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all the Noteholders, whether present or notCouponholders. In addition, (i) a resolution in writing signed by or on behalf of all Noteholders of not less than 90 per cent. of the aggregate principal amount of Notes who for the time being outstanding are entitled to receive notice of a meeting of Noteholders will take effect as if it were was an Extraordinary Resolution, whether . 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 the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterNoteholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of the Noteholders to consider matters relating to the Notesany matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes or any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolutionthe provisions of the Agency Agreement. Such a meeting may be convened by the Issuer and shall be convened by it upon the request Issuer if required in writing of by Noteholders holding not less than one-tenth five per cent. of the aggregate principal then nominal amount of the outstanding NotesNotes for the time being remaining outstanding. The quorum at any such meeting convened to vote on for passing an Extraordinary Resolution will be two is one or more persons holding or representing one more not less than half of 50 per cent. in the aggregate principal nominal amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, two meeting one or more persons being or representing Noteholders whatever the principal nominal amount of the Notes so held or represented; provided, however, except that at any meeting the business of which includes the modification of certain proposals provisions of the Notes (including any proposal to change modifying the Maturity Date or any date fixed for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes, to reduce altering the amount currency of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions in amending the Deed of Covenant or to change in certain respects), the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only shall be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two one or more persons holding or representing not less than threetwo-quarters orthirds of the nominal amount of the Notes for the time being outstanding, or at any adjourned meeting, such meeting one quarter or more persons holding or representing not less than one-third of the aggregate principal nominal amount of the outstanding Notes form a quorumfor the time being outstanding. Any An Extraordinary Resolution duly passed at any such meeting shall of the Noteholders will be binding on all the Noteholders, whether or not they are present or notat the meeting. In additionThe Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than 75 per cent. of the votes cast on such resolution, (iii) a resolution in writing signed by or on behalf of the Noteholders of not less than 90 75 per cent. of the aggregate principal nominal amount of the Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (iiiii) a resolution passed consent given by way of electronic consents through the relevant clearing systems (in a form satisfactory to the Fiscal Agent) by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal the nominal amount of the Notes for the time being outstanding with the effect as if it were an Extraordinary Resolutionoutstanding, shall, in each case case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all the Noteholders, whether or not relating to a Reserved Matterthey are present at any meeting and whether or not they voted on the resolution.

Meetings of Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of the Noteholders to consider matters relating to the Notesany matter affecting their interests, including the modification or abrogation by Extraordinary Resolution of any provision of these ConditionsConditions or any of the provisions of the Trust Deed. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer directors of the Issuer, the Trustee or the Noteholders’ Representative (as defined below) at their discretion and shall be convened by it upon the Issuer, subject to mandatory provisions of Italian law applicable from time to time, at the request of the Trustee or upon a requisition in writing signed by the holders of Noteholders holding not less than one-tenth twentieth in aggregate principal amount of the Notes for the time being outstanding. If the Issuer defaults in convening such a meeting following such request or requisition by the Noteholders representing not less than one-twentieth in aggregate principal amount of the Notes outstanding, the same may be convened by decision of the President of the competent court upon request by such Noteholders. Every such meeting shall be held at such time and place as provided pursuant to Article 2363 of the Italian Civil Code, or as the Trustee may appoint or approve in writing. The quorum required at any such meeting will be (subject to compliance with mandatory laws, legislation, rules and regulations of Italy in force from time to time) (a) in the case of a first meeting, one or more persons present being or representing Noteholders and holding not less than one half of the aggregate principal amount of the outstanding Notes; (b) in the case of an adjourned meeting, one or more persons present being or representing Noteholders and holding more than one third of the aggregate principal amount of the outstanding Notes; and (c) in the case of a further adjourned meeting, one or more persons present being or representing Noteholders and holding not less than one fifth of the aggregate principal amount of the outstanding Notes. The quorum majority required to pass a resolution at any meeting (including an adjourned meeting) convened to vote on an Extraordinary Resolution will be (subject to compliance with mandatory laws, legislation, rules and regulations of Italy in force from time to time) not less than two or more persons holding or representing one more than half thirds of the aggregate principal amount of the outstanding Notes or, represented at any adjourned the meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals proposals, as set out in Article 2415 of the Italian Civil Code (including any proposal to change any date fixed for payment of principal or interest in respect of modify the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect maturity of the Notes or the date for any such paymentdates on which interest is payable on them; to reduce or cancel the principal amount of, or interest on, the Notes; or to change the currency of payments under payment of the Notes, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution ) (each, each a "Reserved Matter")) , may only be sanctioned by a resolution passed at meeting (including any adjourned meeting) of Noteholders by an Extraordinary Resolution passed at by a meeting of Noteholders at which two or more persons holding or majority representing not less than three-quarters or, at any adjourned meeting, one quarter half of the aggregate principal amount of the outstanding Notes form a quorumfor the time being outstanding. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders, whether present or not. In addition, The Trust Deed provides that (i) a resolution passed at a meeting duly convened and held in writing signed accordance with the Trust Deed by the majority specified above cast on such resolution, or on behalf of Noteholders of not less than 90 per cent. of the aggregate principal amount of Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (ii) a resolution passed consent given by way of electronic consents through the relevant clearing systems system(s) (in a form satisfactory to the Trustee) by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolutionmajority specified above shall, in each case case, be effective as an Extraordinary Resolution of the Noteholder. Any resolution duly passed at any such meeting of the Noteholders will be binding on all Noteholders, whether or not relating to a Reserved Matterthey are present at the meeting, and on all Couponholders.

Meetings of Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of Noteholders to consider any matters relating to the Notes, including the modification of any provision of these ConditionsConditions or the Trust Deed. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened Trustee or the Bank, or by it the Trustee upon the request in writing of Noteholders holding not less than one-tenth one fifth of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half a clear majority of the aggregate principal amount of the outstanding Notes for the time being outstanding, or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes for the time being outstanding so held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments payment under the Notes, to amend the subordination provisions in the Deed of Covenant Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")Resolution) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than three-three quarters or, or at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes form a quorumquorum (a “special quorum resolution”). Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of Noteholders of not less than 90 per cent. of the aggregate principal amount of Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matterpresent.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons voters holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons voters being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency in which amounts due in respect of payments under the NotesNotes are payable, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons voters holding or representing not less than threetwo-quarters thirds or, at any adjourned meeting, one quarter third of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the NoteholdersNoteholders and Couponholders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of all Noteholders of not less than 90 per cent. of the aggregate principal amount of Notes who for the time being outstanding are entitled to receive notice of a meeting of Noteholders will take effect as if it were an Extraordinary Resolution, whether . 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 the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterNoteholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider matters relating to any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, including the modification Coupons, the Guarantee or any of any provision the provisions of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolutionthe Agency Agreement or the Deed of Guarantee. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by it upon the request relevant Issuer if required in writing of by Noteholders holding not less than one-tenth of the aggregate principal five per cent. in nominal amount of the outstanding NotesNotes for the time being remaining outstanding. The quorum at any such meeting convened to vote on for passing an Extraordinary Resolution will be two is one or more persons holding or representing one more not less than half of the aggregate principal 50 per cent. in nominal amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, two meeting one or more persons being or representing Noteholders whatever the principal nominal amount of the Notes so held or represented; provided, however, except that at any meeting the business of which includes the modification of certain proposals provisions of the Notes or the Coupons (including any proposal to change modifying the date of maturity of the Notes or any date fixed for payment of principal interest thereon, reducing or interest in respect of the Notes, to reduce cancelling the amount of principal or the rate of interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change altering the currency of payments under payment of the Notes, to amend Notes or the subordination provisions in Coupons or amending the Deed of Covenant or to change the Deed of Guarantee in certain respects), the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only shall be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two one or more persons holding or representing not less than threetwo-quarters orthirds in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting, such meeting one quarter of the aggregate principal or more persons holding or representing not less than one- third in nominal amount of the outstanding Notes form for the time being outstanding. The Agency Agreement provides that (i) a quorum. Any Extraordinary Resolution duly resolution passed at any a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such meeting shall be binding on all the Noteholders, whether present or not. In additionresolution, (iii) a resolution in writing signed by or on behalf of Noteholders the holders of not less than 90 per cent. three-fourths in nominal amount of the aggregate principal amount of Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (iiiii) a resolution passed consent given by way of electronic consents through the relevant clearing systems system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of Noteholders the holders of not less than 75 per cent. three-fourths in aggregate principal nominal amount of the Notes for the time being outstanding with the effect as if it were an Extraordinary Resolutionoutstanding, shall, in each case case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not relating to a Reserved Matterthey are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings (including at a physical location or by way of conference call or by use of a videoconference platform or a combination of such methods) of the Noteholders to consider matters relating to any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, including the modification Coupons or any of any provision the provisions of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolutionthe Agency Agreement. Such a meeting may be convened by the Issuer at any time and shall be convened by it upon the request Issuer if required in writing of by Noteholders holding not less than one5% in aggregate principal amount of the Notes of this Series for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more eligible Person(s) present and holding or representing in the aggregate not less than 50% of the principal amount of the Notes of this Series for the time being outstanding, or at any adjourned meeting one or more eligible Person(s) present being or representing Noteholders whatever the aggregate principal 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 (including modifying the Maturity Date of the applicable Series of Notes or any date for the payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable on the applicable Series of Notes, altering the currency of payment of the applicable Series of Notes or the related Coupons or amending the Deed of Covenant in certain respects), the quorum shall be one or more eligible Person(s) present and holding or representing in the aggregate not less than two-tenth thirds of the aggregate principal amount of the outstanding Notes. The quorum Notes of this Series for the time being outstanding, or at any adjourned such meeting convened to vote on an Extraordinary Resolution will be two one or more persons eligible Person(s) present and holding or representing one more than half of in the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the not less than one-third in principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed of this Series for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an time being outstanding. An Extraordinary Resolution passed at a any meeting of the Noteholders at which two or more persons holding or representing not less than three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders, whether or not they are present or notrepresented at the meeting and whether or not they vote on the resolution, and on all Couponholders. In addition, The Agency Agreement provides that (iinter alia): (a) a resolution in writing signed by (or on behalf of of) the Noteholders of not less than 90 per cent. 75% of the aggregate principal amount of the Notes of this Series for the time being outstanding will take effect as if it were an Extraordinary Resolution, (whether such resolution in writing is contained in one document or several documents in the same form, each signed by (or on behalf of of) one or more the Noteholders and Noteholders) or (iib) a resolution passed consent given by way of electronic consents through the relevant clearing systems system(s) by (or on behalf of of) the Noteholders of not less than 75 per cent. in 75% of the aggregate principal amount of the Notes of this Series for the time being outstanding with the will, in each case, take effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterResolution and shall be binding upon all Noteholders.

Meetings of Noteholders. The Fiscal Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the NoteholdersNoteholders and Couponholders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of Noteholders of not less than 90 per cent. of the aggregate principal amount of Notes all Noteholders, who for the time being outstanding are entitled to receive notice of a meeting of Noteholders, will take effect as if it were an Extraordinary Resolution, whether . 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 the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterNoteholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider matters relating to any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, including the modification Coupons or any of any provision the provisions of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolutionthe Agency Agreement. Such a meeting may be convened by the relevant Issuer or the Guarantor and shall be convened by it upon the request relevant Issuer if required in writing of by Noteholders holding not less than one-tenth of the aggregate principal five per cent. in nominal amount of the outstanding NotesNotes for the time being remaining outstanding. The quorum at any such meeting convened to vote on for passing an Extraordinary Resolution will be two is one or more persons holding or representing one more not less than half of the aggregate principal 50 per cent. in nominal amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, two meeting one or more persons being or representing Noteholders whatever the principal nominal amount of the Notes so held or represented; provided, however, except that at any meeting the business of which includes the modification of certain proposals provisions of the Notes or the Coupons (including any proposal to change modifying the date of maturity of the Notes or any date fixed for payment of principal interest thereon, reducing or interest in respect of the Notes, to reduce cancelling the amount of principal or the rate of interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change altering the currency of payments under payment of the Notes, to amend Notes or the subordination provisions in Coupons or amending the Deed of Covenant or to change the Guarantee), the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only shall be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two one or more persons holding or representing not less than threetwo-quarters orthirds in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting, such meeting one quarter of the aggregate principal or more persons holding or representing not less than one-third in nominal amount of the outstanding Notes form for the time being outstanding. The Agency Agreement provides that (i) a quorum. Any Extraordinary Resolution duly resolution passed at any a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such meeting shall be binding on all the Noteholders, whether present or not. In additionresolution, (iii) a resolution in writing signed by or on behalf of Noteholders the holders of not less than 90 per cent. three-fourths in nominal amount of the aggregate principal amount of Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (iiiii) a resolution passed consent given by way of electronic consents through the relevant clearing systems system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of Noteholders the holders of not less than 75 per cent. three-fourths in aggregate principal nominal amount of the Notes for the time being outstanding with the effect as if it were an Extraordinary Resolutionoutstanding, shall, in each case case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not relating to a Reserved Matterthey are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-one- tenth of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the aggregate principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than three-three- quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the NoteholdersNoteholders or Couponholders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of Noteholders of holding not less than 90 per cent. of the three-quarters in aggregate principal amount of the Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether . 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 the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterNoteholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider matters relating to the Notesany matter affecting their interests, including the modification by Extraordinary Resolution of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth Conditions or any of the aggregate principal amount provisions of the outstanding NotesAgency Agreement. The quorum at any meeting convened to vote on for passing an Extraordinary Resolution will be two one or more persons present holding or representing one more not less than half of the aggregate 50 per cent. in principal amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, two meeting one or more persons being or representing Noteholders present whatever the principal amount of the Notes held or represented; providedrepresented by him or them, howeverexcept that at any meeting the business of which includes the modification of certain of these Conditions, that certain proposals (including any proposal to change any date fixed the necessary quorum for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass passing an Extraordinary Resolution (each, a "Reserved Matter")) may only will be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two one or more persons present holding or representing not less than threetwo-quarters orthirds, or at any adjourned meetingmeeting not less than one-third, one quarter of the aggregate principal amount of the outstanding Notes form a quorumfor the time being outstanding. Any An Extraordinary Resolution duly passed at any such meeting shall of the Noteholders will be binding on all the Noteholders, whether or not they are present or notat the meeting. In additionThe Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than 75 per cent. of the votes cast on such resolution, (iii) a resolution in writing signed by or on behalf of the Noteholders of not less than 90 75 per cent. of the aggregate principal amount of the Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (iiiii) a resolution passed consent given by way of electronic consents through the relevant clearing systems (in a form satisfactory to the Fiscal Agent) by or on behalf of Noteholders of not less than 75 per cent. in aggregate of the principal amount of the Notes for the time being outstanding with the effect as if it were an Extraordinary Resolutionoutstanding, shall, in each case case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all the Noteholders, whether or not relating to a Reserved Matterthey are present at any meeting and whether or not they voted on the resolution.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of Noteholders Holders of not less than 90 per cent. of the aggregate principal amount of Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether Resolution passed at a meeting of 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 the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterNoteholders.

Meetings of Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of Noteholders to consider matters relating to the Notesany matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary ResolutionConditions or any provisions of the Trust Deed and the Agency Agreement. Such a meeting may be convened by the Issuer or the Trustee and shall be convened by it upon the request Issuer if required in writing of by Noteholders holding not less than one-tenth of the aggregate 10 per cent. in principal amount of the outstanding NotesSubordinated Notes for the time being outstanding. The quorum at for any meeting convened to vote on consider an Extraordinary Resolution will be two one or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons Persons holding or representing not less than threetwo-quarters or, at any adjourned meeting, one quarter of the aggregate thirds (66 ²/₃) in principal amount of the outstanding Subordinated Notes form for the time being outstanding, or at any adjourned meeting one or more Persons holding or representing a quorumclear majority in principal amount of the Subordinated Notes for the time being outstanding. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all Noteholders (whether or not they were present at the meeting at which such resolution was passed and whether or not they voted on the resolution). An "Extraordinary Resolution" is a resolution in respect of which not less than sixty-six and two-thirds (66 ²/₃) per cent of the votes cast shall have been in favour at a meeting of Noteholders duly convened and held in accordance with the Trust Deed, provided that where there is a requirement under the Subordinated Notes for the approval of the Majority Noteholders, whether present or notsuch approval shall be deemed given by way of an Extraordinary Resolution in respect of which not less than fifty (50) per cent of the votes cast shall have been in favour at a meeting of Noteholders duly convened and held in accordance with the Trust Deed. In addition, (i) The Trust Deed provides that a resolution in writing signed by or on behalf of Noteholders the holders of not less than 90 sixty-six and two-thirds (66 ²/₃) per cent. of the aggregate cent in principal amount of the Subordinated Notes then outstanding shall for all purposes be as valid as an Extraordinary Resolution passed at a meeting of Noteholders convened and held in accordance with the provisions of the Trust Deed provided that where there is a requirement under the Subordinated Notes for the time being outstanding will take effect as if it were approval of the Majority Noteholders, such approval shall be deemed given by way of an Extraordinary Resolution, whether contained Resolution signed by or on behalf of the holders of not less than fifty (50) per cent in principal amount of the Subordinated Notes then outstanding. Any such resolution in writing may be in one document or several documents in the same form, like form each signed by or on behalf of one or more of the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterNoteholders.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of a videoconference platform) of the Noteholders to consider matters relating to any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, including the modification Coupons or any of any provision the provisions of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolutionthe Agency Agreement. Such a meeting may be convened by the Issuer and shall be convened by it upon the request Issuer if required in writing of by Noteholders holding not less than one-tenth of the aggregate principal five per cent. in nominal amount of the outstanding NotesNotes for the time being remaining outstanding. The quorum at any such meeting convened to vote on for passing an Extraordinary Resolution will be two is one or more persons holding or representing one more not less than half of the aggregate principal 50 per cent. in nominal amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, two meeting one or more persons being or representing Noteholders whatever the principal nominal amount of the Notes so held or represented; provided, however, except that at any meeting the business of which includes the modification of certain proposals provisions of the Notes or the Coupons (including any proposal to change modifying the date of maturity of the Notes or any date fixed for payment of principal interest thereon, reducing or interest in respect of the Notes, to reduce cancelling the amount of principal or the rate of interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change altering the currency of payments under payment of the Notes, to amend Notes or the subordination provisions in Coupons or amending the Deed of Covenant or to change Covenant), the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "Reserved Matter")) may only shall be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two one or more persons holding or representing not less than threetwo-quarters orthirds in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting, such meeting one quarter of the aggregate principal or more persons holding or representing not less than one-third in nominal amount of the outstanding Notes form for the time being outstanding. The Agency Agreement provides that (i) a quorum. Any Extraordinary Resolution duly resolution passed at any a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such meeting shall be binding on all the Noteholders, whether present or not. In additionresolution, (iii) a resolution in writing signed by or on behalf of Noteholders the holders of not less than 90 per cent. three-fourths in nominal amount of the aggregate principal amount of Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (iiiii) a resolution passed consent given by way of electronic consents through the relevant clearing systems system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of Noteholders the holders of not less than 75 per cent. three-fourths in aggregate principal nominal amount of the Notes for the time being outstanding with the effect as if it were an Extraordinary Resolutionoutstanding, shall, in each case case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not relating to a Reserved Matterthey are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

Meetings of Noteholders. The Agency Agreement Trust Deed contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions, the Agency Agreement or the Trust Deed. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer or by the Trustee and shall be convened by it the Trustee upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the outstanding NotesNotes and subject to the Trustee being indemnified and/or secured and/or pre-funded to its satisfaction against all costs and expenses. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to effect the exchange, conversion or substitution of the Notes for other obligations or securities, to amend Condition 3 (Covenants), to change the currency of payments under the Notes, to amend the subordination provisions in the Deed of Covenant Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a "“Reserved Matter"”)) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than threetwo-quarters thirds or, at any adjourned meeting, one quarter one-third of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders, whether present or not. In addition, (i) a resolution in writing signed by or on behalf of Noteholders, who for the time being are entitled to receive notice of a meeting of Noteholders of under the Trust Deed, holding not less than 90 per cent. in nominal amount of the aggregate principal amount of Notes for the time being outstanding outstanding, will take effect as if it were an Extraordinary Resolution, whether . 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. So long as the Noteholders and (ii) Notes are evidenced by the Global Note Certificate, Extraordinary Resolution includes a resolution passed consent given by way of electronic consents through the relevant clearing systems system(s) by or on behalf of all the Noteholders of not less than 75 90 per cent. cent in aggregate principal amount of the Notes for the time being outstanding with the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved Matteroutstanding.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of the Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned sanctioning by an Extraordinary ResolutionResolution of a modification of the Notes, the Coupons or certain provisions of the Agency Agreement. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of or Noteholders holding not less than one-tenth of the aggregate principal amount of the 5 per cent. in Prevailing Principal Amount outstanding Notesat such time. The quorum at any such meeting convened to vote on for passing an Extraordinary Resolution will be two is one or more persons holding or representing one more not less than half of the aggregate principal amount of the 50 per cent. in Prevailing Principal Amount outstanding Notes orat such time, or at any adjourned meeting, two meeting one or more persons being or representing Noteholders whatever the principal amount Prevailing Principal Amount outstanding at such time so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes held or represented; provided, however, that certain proposals Coupons (including any proposal to change modifying any date fixed for payment of principal or interest in respect of the Notesthereof, to reduce reducing or cancelling the amount of principal or the rate of interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change altering the currency of payments under payment of the NotesNotes or Coupons), to amend the subordination provisions in the Deed of Covenant or to change the necessary quorum requirements relating to meetings or the majority required to pass for passing an Extraordinary Resolution (each, a "Reserved Matter")) may only will be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two one or more persons holding or representing not less than threetwo-quarters orthirds, or at any adjourned meetingsuch meeting not less than one-third, one quarter of the aggregate principal amount of the in Prevailing Principal Amount outstanding Notes form a quorumat such time. Any An Extraordinary Resolution duly passed at any such meeting of Noteholders shall be binding on all the Noteholders, whether or not they are present or notat the meeting, and on all Couponholders. In additionConvening notices shall be made in accordance with Condition 10 (Notices). The Agency Agreement provides that, (i) if authorised by the Issuer, a resolution in writing signed by or on behalf of the Noteholders of not less than 90 75 per cent. in Prevailing Principal Amount outstanding at such time shall for all purposes be as valid and effective as an extraordinary resolution passed at a meeting of Noteholders duly convened and held, provided that the terms of the aggregate principal amount of proposed resolution have been notified in advance to the Noteholders through the Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether Settlement System. 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 the Noteholders and (ii) a resolution passed by way of electronic consents through the clearing systems by or on behalf Noteholders. Resolutions of Noteholders of not less than 75 per cent. in aggregate principal amount of Notes for will only be effective if such resolutions have been approved by the time being outstanding with Issuer and, if so required, by the effect as if it were an Extraordinary Resolution, in each case whether or not relating to a Reserved MatterRelevant Supervisory Authority.

Meetings of Noteholders. The Agency Agreement contains provisions for convening meetings of the Noteholders to consider matters relating to the Notesany matter affecting their interests, including the modification by Extraordinary Resolution of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by Conditions or the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth Guarantee or any of the aggregate principal amount provisions of the outstanding NotesAgency Agreement. The quorum at any meeting convened to vote on for passing an Extraordinary Resolution will be two one or more persons present holding or representing one more than half of the aggregate 50 per cent. in principal amount of the outstanding Notes orfor the time being outstanding, or at any adjourned meeting, two such meeting one or more persons being or representing Noteholders present whatever the principal amount of the Notes held or represented; providedrepresented by him or them, howeverexcept that at any meeting the business of which includes any matter defined in the Agency Agreement as a Basic Terms Modification, that including the modification of the Guarantee or certain proposals of these Conditions (including any proposal to change the date of maturity of the Notes or any date fixed for payment of principal interest thereon, reducing or interest in respect of the Notes, to reduce cancelling the amount of principal or the rate of interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change altering the currency of payments under payment of the Notes), to amend the subordination provisions in the Deed of Covenant or to change the necessary quorum requirements relating to meetings or the majority required to pass for passing an Extraordinary Resolution (each, a "Reserved Matter")) may only will be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two one or more persons present holding or representing not less than threetwo-quarters orthirds, or at any adjourned meetingmeeting not less than one-third, one quarter of the aggregate principal amount of the outstanding Notes form for the time being outstanding. The Agency Agreement provides that (i) a quorum. Any Extraordinary Resolution duly resolution passed at any a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such meeting shall be binding on all the Noteholders, whether present or not. In additionresolution, (iii) a resolution in writing signed by or on behalf of Noteholders the holders of not less than 90 per cent. of the aggregate three-fourths in principal amount of the Notes for the time being outstanding will take effect as if it were an Extraordinary Resolution, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more the Noteholders and (iiiii) a resolution passed consent given by way of electronic consents through the relevant clearing systems system(s) (in a form satisfactory to the Fiscal Agent) by or on behalf of Noteholders the holders of not less than 75 per cent. three-fourths in aggregate principal amount of the Notes for the time being outstanding with the effect as if it were an Extraordinary Resolutionoutstanding, shall, in each case case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not relating to a Reserved Matter.they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders. 0013117-0002372 ICM:29837691.10 50