EFTA01365494.pdf

Holders of such listed Securities shall be provided to the Irish Listing Agent, on behalf of the Irish Stock Exchange. (e) Notwithstanding the foregoing, in the case of Global Securities, there may be substituted for such mailing of a document the delivery of the relevant document to the Depository, Euroclear and Clearstream for communication by them to the beneficial holders of interests in the relevant Global Security. A copy of any such notice, upon written request therefor, shall be sent to any Certifying Person. (0 Any Person entitled to receive a document pursuant to this Indenture may waive receipt of such document in writing, either before or after the event, and such waiver shall be the equivalent of delivery of such document. Any such waivers by Holders shall be filed with the Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. (g) Notwithstanding any provision to the contrary in this Indenture or in any agreement or document related hereto, any documents (including, without limitation reports, notices or supplemental indentures) required to be provided by the Trustee to Holders may be provided by providing notice of, and access to, the Trustee's website containing such document. Section 13.5. Holder Meetings. The Issuer, at the request (as described below) and expense of owners of interests in Securities, may call a meeting (which may be through a telephone conference call, video conference or similar means) of the owners of interests in Securities. To be entitled to Vote at any such meeting of owners of Securities, a Person must be a Holder or a Certifying Person. The Persons entitled to Vote for a Majority of each Class entitled to Vote at such meeting will constitute a quorum. The Issuer may make such reasonable regulations as it will deem advisable for any meeting with respect to the proof of the holding of Securities, the certificates and other evidence of the right to Vote, and all such other matters concerning the conduct of the meeting as it will deem appropriate. Any Holder that has executed an instrument in writing appointing a Person as proxy will be deemed to be present for the purposes of determining a quorum and be deemed to have Voted; provided that such Holder will be considered as present or Voting only with respect to the matters covered by such instrument in writing (which may include authorization to Vote on any other matters as may come before the meeting). Section 13.6. Non-Petition. Each Holder of Notes agrees not to cause the filing of a petition in bankruptcy against the Issuer, the Co-Issuer or any Tax Subsidiary prior to the date which is one year (or if longer, the applicable preference period then in effect) plus one day has elapsed since such the payment in full of the Notes. I I ING IM CLO 201 1-1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056251 CONFIDENTIAL SDNY GM_00202435 EFTA01365494