Conditions to Redemption and Purchase. Any redemption or purchase of the ECNs in accordance with Condition 10(c), (d), (e) or (g) or 11(i) is subject to (i) LBG giving at least one month’s prior written notice to, and receiving no objection from or, in the case of any redemption of the ECNs prior to the fifth anniversary of the Issue Date, receiving the consent of, the FSA (or such other period of notice as the FSA may from time to time require or accept and, in any event, provided that any such notice is required to be given) and (ii) LBG (both at the time of, and immediately following, the redemption or purchase) being in compliance with the Regulatory Capital Requirements applicable to it from time to time (and a certificate from any two Authorised Signatories of LBG confirming such compliance shall be conclusive evidence of such compliance). Prior to the publication of any notice of redemption pursuant to Condition 10(c), (d) or (e) or 11(i), the Issuer shall deliver to the Trustee a certificate signed by two Authorised Signatories of the Issuer (or, in relation to the solvency condition set out in Condition 5(a), [the]*/[each]** Guarantor) stating that the relevant requirement or circumstance giving rise to the right to redeem is satisfied (including the solvency condition set out in Condition 5(a)) and the reasons therefor and the Trustee shall accept such certificate(s) without any further inquiry as sufficient evidence of the satisfaction of the relevant conditions precedent, and such certificate shall be conclusive and binding on the Trustee and the ECN Holders.
Conditions to Redemption and Purchase. The Notes may only be redeemed, purchased, cancelled, substituted or modified (as applicable) pursuant to Condition 7.2 (General redemption option), Condition 7.3 (Redemption upon the occurrence of a Capital Event), Condition 7.4 (Redemption upon the occurrence of a Tax Deductibility Event), Condition 7.5 (Redemption upon the occurrence of an Additional Amount Event), 7.6 (Purchase), 7.7 (Cancellation), 7.9 (Substitution and variation), 14.1 (Meetings of Noteholders) or paragraph (b) of Condition 14.2 (Modification of Notes), as the case may be, with the prior written approval of the Competent Authority and, in relation to redemption and purchase and if and to the extent required under prevailing Relevant Regulations, either: (A) on or before such redemption or purchase of the Notes, the Issuer has replaced the Notes with own funds instruments of equal or higher quality at terms that are sustainable for the Issuer’s income capacity; or (B) the Issuer having demonstrated to the satisfaction of the Competent Authority that its Own Funds would, following such repayment or purchase, exceed the minimum capital requirements (including any capital buffer requirements) required under the CRD IV Directive (or any relevant provision of Italian law implementing the CRD IV Directive) by a margin that the Competent Authority considers necessary at such time. If the Issuer has elected to redeem the Notes pursuant to Condition 7.2 (General redemption option), Condition 7.3 (Redemption upon the occurrence of a Capital Event), Condition 7.4 (Redemption upon the occurrence of a Tax Deductibility Event) or Condition 7.5 (Redemption upon the occurrence of an Additional Amount Event), and prior to the relevant redemption date a Contingency Event occurs, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, the Prevailing Principal Amount of the Notes will not be due and payable and a Write-Down shall occur as described under Condition 6 (Loss Absorption and Reinstatement of Principal Amount).
