Conditions to Redemption and Repurchase. Notwithstanding any other provision, the Company may only redeem Senior Debt Securities of any series prior to their Maturity Date (as provided for in Section 11.08, Section 11.09 and Section 11.10) or repurchase Senior Debt Securities of any series (and give notice thereof to the Holders of such series of Senior Debt Securities in the case of redemption) if the Company has obtained the prior consent of the PRA, to the extent such consent is at the relevant time and in the relevant circumstances required (if at all) by the Loss Absorption Regulations or applicable laws or regulations in effect in the United Kingdom.
Conditions to Redemption and Repurchase. Events of Default The Fixed/Floating Rate Notes contain very limited events of default provisions and the remedies available thereunder are limited, as described in the prospectus supplement under “Description of the Senior Notes—
Conditions to Redemption and Repurchase. Events of Default The Senior Notes contain very limited events of default provisions and the remedies available thereunder are limited, as described in the prospectus supplement under “Description of the Senior Notes—
Conditions to Redemption and Repurchase. In addition, with respect to a redemption as described under “Description of the Subordinated Notes—Tax Redemption” and “Description of the Subordinated Notes —Capital Disqualification Event Redemption”, RBSG may only so redeem the Subordinated Notes before five years after the Issue Date provided that (except to the extent that the Capital Regulations does not so require), in addition to the conditions set out in (1) and (2) of the paragraph above, RBSG demonstrates to the satisfaction of the PRA that the circumstance that entitles it to exercise such right of redemption (A) was not reasonably foreseeable as at the Issue Date; (B) in the case of a redemption described under “Description of the Subordinated Notes —Tax Redemption”, is material; and (C) in the case of a redemption described under “Description of the Subordinated Notes —Capital Disqualification Event Redemption”, the PRA considers the change in the regulatory classification of the Subordinated Notes to be sufficiently certain.
Conditions to Redemption and Repurchase. Any early redemption pursuant to § (5)(2) or § (5)(3) and any repurchase shall be subject to the following conditions (the "Conditions to Redemption and Repurchase"):
(a) The Issuer has obtained the prior consent of the competent authority for the redemption or any repurchase in accordance with Articles 77 et seqq. CRR (or any successor provision). At the time of the issuance of the Notes, any prior consent pursuant to Article 78 CRR requires, amongst others, that either of the following condition is met:
(i) before or at the same time as the redemption, the Issuer replaces the Notes with own funds instruments of equal or higher quality at terms that are sustainable for the income capacity of the Issuer; or
(ii) the Issuer demonstrates to the satisfaction of the competent authority that the own funds and eligible liabilities of the Issuer would, following such redemption, exceed the requirements laid down in the CRR, the CRD and the BRRD by a margin that the competent authority considers necessary.
(b) In addition to (a), in respect of a redemption prior to the fifth anniversary of the issue date of the Notes:
(i) In the case of redemption for regulatory reasons pursuant to § 5(2), the competent authority considers the change in the regulatory classification to be sufficiently certain and the Issuer demonstrates to the satisfaction of the competent authority that the regulatory reclassification of the Notes was not reasonably foreseeable on the date of issuance of the Notes.
(ii) In the case of redemption for reasons of taxation pursuant to § 5(3), the Issuer demonstrates to the satisfaction of the competent authority that the change in the applicable tax treatment of the Notes is material and was not reasonably foreseeable on the date of issuance of the Notes. A redemption of the Notes prior to the fifth anniversary of the date of issuance of the Notes that does not meet the conditions set forth under (i) and (ii) requires that before or at the same time of the redemption the Issuer replaces the Notes with own funds instruments of equal or higher quality at terms that are sustainable for the income capacity of the Issuer and the competent authority has permitted the repayment on the basis of the determination that it would be beneficial from a prudential point of view and justified by exceptional circumstances. Notwithstanding the above conditions, if, at the time of any redemption or purchase, the Applicable Supervisory Regulations permit the redemption ...
Conditions to Redemption and Repurchase. In addition, with respect to a redemption as described under “Description of the Subordinated Notes—Tax Redemption” and “Description of the Subordinated Notes—Capital Disqualification Event Redemption,” NWG may only so redeem the Subordinated Notes before five years after the Issue Date provided that (except to the extent that the Capital Regulations does not so require), in addition to the conditions set out in (1) and (2) of the paragraph above, NWG demonstrates to the satisfaction of the PRA that the circumstance that entitles it to exercise such right of redemption (A) was not reasonably foreseeable as at the Issue Date; (B) in the case of a redemption described under “Description of the Subordinated Notes —Tax Redemption,” is material; and (C) in the case of a redemption described under “Description of the Subordinated Notes —Capital Disqualification Event Redemption,” the PRA considers the change in the regulatory classification of the Subordinated Notes to be sufficiently certain. Events of Default The Subordinated Notes contain very limited events of default provisions and the remedies available thereunder are limited, as described in the preliminary prospectus supplement under “Description of the Subordinated Notes—Events of Default and Defaults; Limitation of Remedies.” Agreement with Respect to the Exercise of U.K. Bail-in Power Notwithstanding any other agreements, arrangements, or understandings between NWG and any holder or beneficial owner of the Subordinated Notes, by its acquisition of the Subordinated Notes, each holder and beneficial owner of the Subordinated Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into ordinary shares or other securities or other obligations of NWG or another person; and/or (iii) the amendment or alteration of the Maturity of the Subordinated Notes, or amendment of the amount of interest due on the Subordinated Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Subordinated Notes solely to give effect to the exercise by the relevant UK autho...
