Common use of Optional Tax Redemption Clause in Contracts

Optional Tax Redemption. (a) Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities and subject always to Section 11.11 below, the Company will have the option to redeem the relevant series of Subordinated Debt Securities, as a whole but not in part, having given notice in accordance with Section 11.04 hereof, 100% of the principal amount of the Subordinated Debt Securities then outstanding, together with any accrued interest to (but excluding) the date fixed for redemption, if at any time: (i) the Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any change in any generally published application or interpretation of such laws, including a decision of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, effective on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date (a “Tax Law Change”), the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder of the Subordinated Debt Securities; and/or (ii) a Tax Law Change would: (A) result in the Company not being entitled to claim a deduction in respect of any payments in computing the Company’s taxation liabilities or materially reducing the amount of such deduction; (B) prevent the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes; (C) as a result of the Subordinated Debt Securities being in issue, result in the Company not being able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of the date of issue of the Subordinated Debt Securities or any similar system or systems having like effect as may from time to time exist); (D) result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect of a write-down of the principal amount of the Subordinated Debt Securities or the conversion of the Subordinated Debt Securities into shares or other obligations of the Company; or (E) result in a Subordinated Debt Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes, (each such Tax Law Change, a “Tax Event”); provided, however, in each case that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it. (b) Prior to the delivery of any such notice of redemption the Company shall deliver to the Trustee (i) a written legal opinion of independent United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever of further inquiry, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.

Optional Tax Redemption. (a) Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities and subject Subject always to Section 11.11 11.13 below, the Company will have the option to redeem the relevant series of Subordinated Debt Securities, as a whole but not in part, having given notice in accordance with Section 11.04 hereof, 100% of the principal amount of the Subordinated Debt Securities then outstanding, together with any accrued interest to (but excluding) the date fixed for redemption, if at any timetime the Company determines that: (i) the Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any change in any generally published application or interpretation of such laws, including a decision of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, becomes effective on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date (a “Tax Law Change”), the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder of the Subordinated Debt Securities; and/or (ii) a Tax Law Change would: (A) result in the Company not being entitled to claim a deduction in respect of any payments (or its corresponding funding costs as recognized in its financial statements) in respect of the Subordinated Debt Securities in computing the Company’s its taxation liabilities or materially reducing the amount or value of such deductiondeduction to the Company would be materially reduced; (B) prevent the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes; (C) as a result of the Subordinated Debt Securities being in issue, result in the Company not being able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of the date of issue of the Subordinated Debt Securities Issue Date or any similar system or systems having like effect as may from time to time exist); (D) result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect of a write-down of the principal amount of the Subordinated Debt Securities or the conversion of the Subordinated Debt Securities into shares or other obligations of the CompanyCompany (including, pursuant to the terms and conditions of the Subordinated Debt Securities or as a result of the exercise of any regulatory powers under the Banking Act 2009); or (E) result in a Subordinated Debt Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes, (each such Tax Law Change, a “Tax Event”); provided, however, in each case that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it. (b) Prior to the delivery of any such notice of redemption the Company shall deliver to the Trustee (i) a written legal opinion of independent United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever of further inquiryinquiry and without liability to any person, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.

Optional Tax Redemption. (a) Unless otherwise provided as contemplated by Section 3.01 with respect Subject to any series Sections 2.11 and 2.12 of Subordinated Debt Securities and subject always to Section 11.11 belowthis Third Supplemental Indenture, the Company will have may, at any time, at the option to Company’s option, redeem the relevant series of Subordinated Debt Securities, as a in whole but not in part, having given notice in accordance with Section 11.04 hereof, at a redemption price equal to 100% of the principal amount of the Subordinated Debt Securities then outstandingOutstanding, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled as described in Sections 2.03 and 2.04 above) to (but excluding) the date fixed for redemption, if at any time: (i) the Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to taxTaxing Jurisdiction, including any treaty to which the United Kingdom relevant Taxing Jurisdiction is a party, or any a change in any generally published an official application or interpretation of such laws, including a decision of any court those laws or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, effective regulations on or after the Issue Date, including any decision of any court or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, tribunal which becomes effective on or after the Issue Date (and, in the case of a “Tax Law Change”)successor entity, which becomes effective on or after the date of such successor entity’s assumption of the Company’s obligations): (i) the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder Holders of the Subordinated Debt Securities; and/or; (ii) a Tax Law Change would: (A) result in the Company would not being be entitled to claim a deduction in respect of any payments in computing the Company’s taxation liabilities or materially reducing the amount of such deductionthe deduction would be materially reduced; (Biii) prevent the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes; (C) Company would not, as a result of the Subordinated Debt Securities being in issue, result in the Company not being issue be able to have the losses or deductions set against the profits or gains, gains or profits or gains offset by the losses or deductions, of companies with which it the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of at the date of issue of the Subordinated Debt Securities Issue Date or any similar system or systems having like effect as may from time to time exist);; or (Div) result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom taxCompany would, in respect of the future, be required to bring into account a write-down of taxable credit if the principal amount of the Subordinated Debt Securities were to be written down or if the conversion of the Subordinated Debt Securities were converted into shares or other obligations of the CompanyConversion Shares; or (E) result in a Subordinated Debt Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes, (each such Tax Law Changechange in tax law or regulation or the official application or interpretation thereof, a “Tax Event”); provided, however, in each case that the Company could not avoid Securities may only be redeemed pursuant to this Section 2.09 if, in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by the Company’s taking reasonable measures reasonably available to itthe Company. (b) Prior to the delivery of any such notice of redemption the Company shall deliver to the Trustee (i) a written legal an opinion of independent United Kingdom counsel of recognized standing (selected standing, chosen by the Company), in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever exercise its right of further inquiry, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Ownersredemption under this Section 2.09.

Optional Tax Redemption. (a) Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities and subject always Subject to Section 11.11 below2.07 of this Third Supplemental Indenture and Section 11.08 of the Base Indenture, the Company will have may, at any time, at the option to Company’s option, redeem the relevant series of Subordinated Debt Securities, as a in whole but not in part, having given notice in accordance with Section 11.04 hereof, at a redemption price equal to 100% of the principal amount of the Subordinated Debt Securities then outstandingOutstanding, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled as described in Sections 3.12 and 3.13 of the Base Indenture) to (but excluding) the date fixed for redemption, if at any time: (i) the Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to taxa Taxing Jurisdiction, including any treaty to which the United Kingdom relevant Taxing Jurisdiction is a party, or any a change in any generally published an official application of those laws or interpretation of such lawsregulations, including a any decision of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, becomes effective on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date (and, in the case of a “Tax Law Change”)successor entity, which becomes effective on or after the date of such successor entity’s assumption of the Company’s obligations): (i) the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder Holders of the Subordinated Debt Securities; and/orSecurities Additional Amounts; (ii) a Tax Law Change would: (A) result in the Company would not being be entitled to claim a deduction in respect of any payments in respect of the Securities in computing the Company’s taxation liabilities or materially reducing the amount value of such deductiondeduction would be materially reduced; (Biii) prevent the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes; (C) Company would not, as a result of the Subordinated Debt Securities being in issue, result in the Company not being issue be able to have the losses or deductions set against the profits or gains, gains or profits or gains offset by the losses or deductions, of companies with which it the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of at the date of issue of the Subordinated Debt Securities Issue Date or any similar system or systems having like effect as may from time to time exist); (Div) result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom taxCompany would, in respect of the future, have to bring into account a write-down of taxable credit if the principal amount of the Subordinated Debt Securities were written down or if the conversion of the Subordinated Debt Securities were converted into shares or other obligations of the Company; Conversion Shares, or (Ev) result in a Subordinated Debt Security the Securities or any part thereof being would become treated as a derivative or an embedded derivative for United Kingdom U.K. tax purposes, (each such Tax Law Changechange in tax law or regulation or the official application thereof, a “Tax Event”); provided, however, in each case that the Company could not avoid Securities may only be redeemed pursuant to this Section 2.05 if, in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by the Company’s taking reasonable measures reasonably available to itthe Company. (b) Prior to the delivery of any such notice of redemption as a result of a Tax Event the Company shall deliver to the Trustee (i) a written legal an opinion of independent United Kingdom counsel of recognized standing (selected standing, chosen by the Company), in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever exercise its right of further inquiry, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Ownersredemption under this Section 2.05.

Optional Tax Redemption. (a) Unless otherwise provided as contemplated by Section 3.01 with respect Subject to any series ‎Section 2.12 and ‎Section 2.14 of Subordinated Debt Securities and subject always to Section 11.11 belowthis Third Supplemental Indenture, the Company will have may, at the option to Company’s option, redeem the relevant series of Subordinated Debt Additional Tier 1 Securities, as a in whole but not in part, having given notice in accordance with Section 11.04 hereof, at a redemption price equal to 100% of the principal amount of the Subordinated Debt Additional Tier 1 Securities then outstanding, together with any accrued interest Accrued Interest to (but excluding) the date fixed for redemption, if at any time: (i) the Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any change in any generally published application or interpretation of such laws, including a decision of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, becomes effective on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date (a “Tax Law Change”), the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder of the Subordinated Debt Additional Tier 1 Securities; and/or (ii) a Tax Law Change would: (A) result in the Company not being entitled to claim a deduction in respect of any payments (or its corresponding funding costs are recognized in its financial statements) in respect of the Additional Tier 1 Securities in computing the Company’s taxation liabilities or materially reducing the amount or value of such deductiondeduction to the Company would be materially reduced; (B) prevent the Subordinated Debt Additional Tier 1 Securities from being treated as loan relationships for United Kingdom tax purposes; (C) as a result of the Subordinated Debt Additional Tier 1 Securities being in issue, result in the Company not being able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of at the date of issue of the Subordinated Debt Additional Tier 1 Securities or any similar system or systems having like effect as may from time to time exist); (D) result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect of a write-down of the principal amount of the Subordinated Debt Additional Tier 1 Securities or the conversion of the Subordinated Debt Additional Tier 1 Securities into shares or other obligations Settlement Shares (including, pursuant to the terms and conditions of the CompanyAdditional Tier 1 Securities or as a result of the exercise of any regulatory powers under the Banking Act 2009); or (E) result in a Subordinated Debt an Additional Tier 1 Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes, (each such Tax Law Changechange (or deemed change) in tax law or regulation or the official application or interpretation thereof, a “Tax Event”); provided, however, in each case that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it. (b) Prior to the delivery giving of any such notice of redemption the Company shall deliver to the Trustee (i) a written legal opinion of independent United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect an Officer’s Certificate stating that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that setting out the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Datedetails thereof. The Trustee is shall be entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever of further inquiry, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.

Optional Tax Redemption. (a) Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities and subject always Subject to Section 11.11 below2.07 of this Fourth Supplemental Indenture and Section 11.08 of the Base Indenture as amended hereby, the Company will have may, at any time, at the option to Company’s option, redeem the relevant series of Subordinated Debt Securities, as a in whole but not in part, having given notice in accordance with Section 11.04 hereof, at a redemption price equal to 100% of the principal amount of the Subordinated Debt Securities then outstandingOutstanding, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled as described in Sections 3.12 and 3.13 of the Base Indenture) to (but excluding) the date fixed for redemption, if at any time: (i) the Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to taxa Taxing Jurisdiction, including any treaty to which the United Kingdom relevant Taxing Jurisdiction is a party, or any a change in any generally published an official application of those laws or interpretation of such lawsregulations, including a any decision of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, becomes effective on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date (and, in the case of a “Tax Law Change”)successor entity, which becomes effective on or after the date of such successor entity’s assumption of the Company’s obligations): (i) the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder Holders of the Subordinated Debt Securities; and/orSecurities Additional Amounts; (ii) a Tax Law Change would: (A) result in the Company would not being be entitled to claim a deduction in respect of any payments in respect of the Securities in computing the Company’s taxation liabilities or materially reducing the amount value of such deductiondeduction would be materially reduced; (Biii) prevent the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes; (C) Company would not, as a result of the Subordinated Debt Securities being in issue, result in the Company not being issue be able to have the losses or deductions set set-off against the profits or gains, gains or profits or gains offset by the losses or deductions, of companies with which it the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of at the date of issue of the Subordinated Debt Securities Issue Date or any similar system or systems having like effect as may from time to time exist); (Div) result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom taxCompany would, in respect of the future, have to bring into account a write-down of taxable credit if the principal amount of the Subordinated Debt Securities were written down or if the conversion of the Subordinated Debt Securities were converted into shares or other obligations of the Company; Conversion Shares, or (Ev) result in a Subordinated Debt Security the Securities or any part thereof being would become treated as a derivative or an embedded derivative for United Kingdom U.K. tax purposes, (each such Tax Law Changechange in tax law or regulation or the official application thereof, a “Tax Event”); provided, however, in each case that the Company could not avoid Securities may only be redeemed pursuant to this Section 2.05 if, in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by the Company’s taking reasonable measures reasonably available to itthe Company. (b) Prior to the delivery of any such notice of redemption as a result of a Tax Event the Company shall deliver to the Trustee (i) a written legal an opinion of independent United Kingdom counsel of recognized standing (selected standing, chosen by the Company), in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever exercise its right of further inquiry, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Ownersredemption under this Section 2.05.

Optional Tax Redemption. (a) Unless otherwise provided as contemplated by Section 3.01 with respect Subject to any series Sections 2.11 and 2.12 of Subordinated Debt Securities and subject always to Section 11.11 belowthis Fourth Supplemental Indenture, the Company will have may, at any time, at the option to Company’s option, redeem the relevant series of Subordinated Debt Securities, as a in whole but not in part, having given notice in accordance with Section 11.04 hereof, at a redemption price equal to 100% of the principal amount of the Subordinated Debt Securities then outstandingOutstanding, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled as described in Sections 2.03 and 2.04 above) to (but excluding) the date fixed for redemption, if at any time: (i) the Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to taxTaxing Jurisdiction, including any treaty to which the United Kingdom relevant Taxing Jurisdiction is a party, or any a change in any generally published an official application or interpretation of such laws, including a decision of any court those laws or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, effective regulations on or after the Issue Date, including any decision of any court or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, tribunal which becomes effective on or after the Issue Date (and, in the case of a “Tax Law Change”)successor entity, which becomes effective on or after the date of such successor entity’s assumption of the Company’s obligations): (i) the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder Holders of the Subordinated Debt Securities; and/or; (ii) a Tax Law Change would: (A) result in the Company would not being be entitled to claim a deduction in respect of any payments in computing the Company’s taxation liabilities or materially reducing the amount of such deductionthe deduction would be materially reduced; (Biii) prevent the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes; (C) Company would not, as a result of the Subordinated Debt Securities being in issue, result in the Company not being issue be able to have the losses or deductions set against the profits or gains, gains or profits or gains offset by the losses or deductions, of companies with which it the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of at the date of issue of the Subordinated Debt Securities Issue Date or any similar system or systems having like effect as may from time to time exist);; or (Div) result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom taxCompany would, in respect of the future, be required to bring into account a write-down of taxable credit if the principal amount of the Subordinated Debt Securities were to be written down or if the conversion of the Subordinated Debt Securities were converted into shares or other obligations of the CompanyConversion Shares; or (E) result in a Subordinated Debt Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes, (each such Tax Law Changechange in tax law or regulation or the official application or interpretation thereof, a “Tax Event”); provided, however, in each case that the Company could not avoid Securities may only be redeemed pursuant to this Section 2.09 if, in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by the Company’s taking reasonable measures reasonably available to itthe Company. (b) Prior to the delivery of any such notice of redemption the Company shall deliver to the Trustee (i) a written legal an opinion of independent United Kingdom counsel of recognized standing (selected standing, chosen by the Company), in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever exercise its right of further inquiry, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Ownersredemption under this Section 2.09.

Optional Tax Redemption. (a) Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities and subject always Subject to Section 11.11 below2.11 of this First Supplemental Indenture, the Company will have may, at the option to Company’s option, redeem the relevant series of Subordinated Debt Additional Tier 1 Securities, as a in whole but not in part, having given notice in accordance with Section 11.04 hereof, at a redemption price equal to 100% of the principal amount of the Subordinated Debt Additional Tier 1 Securities then outstanding, together with any accrued interest Accrued Interest to (but excluding) the date fixed for redemption, if at any time: (i) the Company determines that as a result of a change in or proposed change in, or amendment or proposed amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any change in any generally published application or interpretation of such laws, including a decision of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, effective on or after the Issue Date, or (y) in the case of a change or proposed change in law, if such change is enacted (or, in the case of a proposed change, is expected to be enacted) by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date (a “Tax Law Change”), the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder of the Subordinated Debt Additional Tier 1 Securities; and/or (ii) a Tax Law Change would: (A) result in the Company not being entitled to claim a deduction in respect of any payments in computing the Company’s taxation liabilities or materially reducing the amount of such deduction; (B) prevent the Subordinated Debt Additional Tier 1 Securities from being treated as loan relationships for United Kingdom tax purposes; (C) as a result of the Subordinated Debt Additional Tier 1 Securities being in issue, result in the Company not being able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of at the date of issue of the Subordinated Debt Additional Tier 1 Securities or any similar system or systems having like effect as may from time to time exist); (D) result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect of a write-down of the principal amount of the Subordinated Debt Additional Tier 1 Securities or the conversion of the Subordinated Debt Additional Tier 1 Securities into shares or other obligations of the CompanyOrdinary Shares; or (E) result in a Subordinated Debt an Additional Tier 1 Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes, (each such Tax Law Changechange (or deemed change) in tax law or regulation or the official application or interpretation thereof, a “Tax Event”); provided, however, in each case that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it. (b) Prior to the delivery of any such notice of redemption the Company shall deliver to the Trustee (i) a written legal opinion of independent United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect an Officer’s Certificate stating that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that is continuing and setting out the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Datedetails thereof. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever of further inquiry, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.

Optional Tax Redemption. (a) Unless otherwise provided as contemplated by Section 3.01 with respect to any series Sections 2.05(b) and 2.05(c) below hereby amend and replace in their entirety Sections 11.09(a) and 11.09(b) of Subordinated Debt Securities and subject always the Base Indenture, respectively. (b) Subject to Section 2.07 of this Second Supplemental Indenture and Sections 11.10 and 11.11 belowof the Base Indenture as amended hereby, the Company will have may, at the option to Company’s option, at any time, redeem the relevant series of Subordinated Debt Securities, as a in whole but not in part, having given notice in accordance with Section 11.04 hereof, 100% of the principal amount of the Subordinated Debt Securities then outstanding, together with any accrued interest to (but excluding) the date fixed for redemption, if at any time: (i) the Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to taxa Taxing Jurisdiction, including any treaty to which the United Kingdom relevant Taxing Jurisdiction is a party, or any a change in any generally published an official application of those laws or interpretation of such lawsregulations, including a any decision of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, becomes effective on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date (and, in the case of a “Tax Law Change”)successor entity, which becomes effective on or after the date of such successor entity’s assumption of the Company’s obligations): (i) the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder Holders of the Subordinated Debt Securities; and/orSecurities Additional Amounts; (ii) a Tax Law Change would: (A) result in the Company would not being be entitled to claim a deduction in respect of any payments in respect of the Securities in computing the Company’s taxation liabilities or materially reducing the amount value of such deductiondeduction would be materially reduced; (Biii) prevent the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes; (C) Company would not, as a result of the Subordinated Debt Securities being in issue, result in the Company not being be able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of at the date of issue of the Subordinated Debt Securities Issue Date or any similar system or systems having like effect as may from time to time exist); (Div) result in a United Kingdom tax liability, or the receipt of income or profit which Company would be subject have to United Kingdom tax, in respect of a write-down of treat the principal amount of the Subordinated Debt Securities or the conversion of the Subordinated Debt Securities into shares or other obligations of the Company; or (E) result in a Subordinated Debt Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes; or (v) the Company would, in the future, have to bring into account a taxable credit if the principal amount of the Securities were written down or converted, (each such Tax Law Changechange in tax law or regulation or the official application thereof, a “Tax Event”); , at a redemption price equal to 100% of the principal amount of the Securities being redeemed, together with accrued but unpaid interest, if any, to (but excluding) the date fixed for redemption, provided, however, in each case that the Company could not avoid Securities may only be redeemed pursuant to this Section 2.05 if, in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by the Company taking reasonable measures reasonably available to itthe Company. (bc) Prior to the delivery of any such notice of redemption as a result of a Tax Event (which notice shall be irrevocable), the Company shall deliver to the Trustee (i) a written legal opinion of independent United Kingdom counsel of recognized standing (selected standing, chosen by the Company), in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever exercise its right of further inquiry, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Ownersredemption under this Section 2.05.

Optional Tax Redemption. (a) Unless otherwise provided as contemplated by Section 3.01 with respect Subject to any series Sections 2.11 and 2.12 of Subordinated Debt Securities and subject always to Section 11.11 belowthis Fifth Supplemental Indenture, the Company will have may, at any time, at the option to Company’s option, redeem the relevant series of Subordinated Debt Securities, as a in whole but not in part, having given notice in accordance with Section 11.04 hereof, at a redemption price equal to 100% of the principal amount of the Subordinated Debt Securities then outstandingOutstanding, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled as described in Sections 2.03 and 2.04 above) to (but excluding) the date fixed for redemption, if at any time: (i) the Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to taxTaxing Jurisdiction, including any treaty to which the United Kingdom relevant Taxing Jurisdiction is a party, or any a change in any generally published an official application or interpretation of such laws, including a decision of any court those laws or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, effective regulations on or after the Issue Date, including any decision of any court or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, tribunal which becomes effective on or after the Issue Date (and, in the case of a “Tax Law Change”)successor entity, which becomes effective on or after the date of such successor entity’s assumption of the Company’s obligations): (i) the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder Holders of the Subordinated Debt Securities; and/or; (ii) a Tax Law Change would: (A) result in the Company would not being be entitled to claim a deduction in respect of any payments in computing the Company’s taxation liabilities or materially reducing the amount of such deductionthe deduction would be materially reduced; (Biii) prevent the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes; (C) Company would not, as a result of the Subordinated Debt Securities being in issue, result in the Company not being issue be able to have the losses or deductions set against the profits or gains, gains or profits or gains offset by the losses or deductions, of companies with which it the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of at the date of issue of the Subordinated Debt Securities Issue Date or any similar system or systems having like effect as may from time to time exist);; or (Div) result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom taxCompany would, in respect of the future, be required to bring into account a write-down of taxable credit if the principal amount of the Subordinated Debt Securities were to be written down or if the conversion of the Subordinated Debt Securities were converted into shares or other obligations of the CompanyConversion Shares; or (E) result in a Subordinated Debt Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes, (each such Tax Law Changechange in tax law or regulation or the official application or interpretation thereof, a “Tax Event”); provided, however, in each case that the Company could not avoid Securities may only be redeemed pursuant to this Section 2.09 if, in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by the Company’s taking reasonable measures reasonably available to itthe Company. (b) Prior to the delivery of any such notice of redemption the Company shall deliver to the Trustee (i) a written legal an opinion of independent United Kingdom counsel of recognized standing (selected standing, chosen by the Company), in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever exercise its right of further inquiry, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Ownersredemption under this Section 2.09.

Optional Tax Redemption. (a) Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities and subject always to Section 11.11 below, the Company will have the option to redeem the relevant series of Subordinated Debt Securities, as a whole but not in part, having given notice in accordance with Section 11.04 hereof, 100% of the principal amount of the Subordinated Debt Securities then outstanding, together with any accrued interest to (but excluding) the date fixed for redemption, if at any time: (i) the Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any change in any generally published application or interpretation of such laws, including a decision of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, becomes effective on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date (a “Tax Law Change”), the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder of the Subordinated Debt Securities; and/or (ii) a Tax Law Change would: (A) result in the Company not being entitled to claim a deduction in respect of any payments in computing the Company’s taxation liabilities or materially reducing the amount of such deduction; (B) prevent the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes; (C) as a result of the Subordinated Debt Securities being in issue, result in the Company not being able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of the date of issue of the Subordinated Debt Securities or any similar system or systems having like effect as may from time to time exist); (D) result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect of a write-down of the principal amount of the Subordinated Debt Securities or the conversion of the Subordinated Debt Securities into shares or other obligations of the Company; or (E) result in a Subordinated Debt Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes, (each such Tax Law Change, a “Tax Event”); provided, however, in each case that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it. (b) Prior to the delivery of any such notice of redemption the Company shall deliver to the Trustee (i) a written legal opinion of independent United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever of further inquiry, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.

Optional Tax Redemption. (a) Unless otherwise provided as contemplated by Subject to Sections 2.07 of this First Supplemental Indenture and Section 3.01 with respect to any series 11.08 of Subordinated Debt Securities and subject always to Section 11.11 belowthe Base Indenture, the Company will have may, at any time, at the option to Company’s option, redeem the relevant series of Subordinated Debt Securities, as a in whole but not in part, having given notice in accordance with Section 11.04 hereof, at a redemption price equal to 100% of the principal amount of the Subordinated Debt Securities then outstandingOutstanding, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled as described in Sections 3.12 and 3.13 of the Base Indenture) to (but excluding) the date fixed for redemption, if at any time: (i) the Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to taxa Taxing Jurisdiction, including any treaty to which the United Kingdom relevant Taxing Jurisdiction is a party, or any a change in any generally published an official application of those laws or interpretation of such lawsregulations, including a any decision of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, becomes effective on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date (and, in the case of a “Tax Law Change”)successor entity, which becomes effective on or after the date of such successor entity’s assumption of the Company’s obligations): (i) the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder Holders of the Subordinated Debt Securities; and/orSecurities Additional Amounts; (ii) a Tax Law Change would: (A) result in the Company would not being be entitled to claim a deduction in respect of any payments in respect of the Securities in computing the Company’s taxation liabilities or materially reducing the amount value of such deductiondeduction would be materially reduced; (Biii) prevent the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes; (C) Company would not, as a result of the Subordinated Debt Securities being in issue, result in the Company not being issue be able to have the losses or deductions set against the profits or gains, gains or profits or gains offset by the losses or deductions, of companies with which it the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of at the date of issue of the Subordinated Debt Securities Issue Date or any similar system or systems having like effect as may from time to time exist);; or (Div) result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom taxCompany would, in respect of the future, have to bring into account a write-down of taxable credit if the principal amount of the Subordinated Debt Securities were written down or if the conversion of the Subordinated Debt Securities were converted into shares or other obligations of the CompanyConversion Shares; or (E) result in a Subordinated Debt Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes, (each such Tax Law Changechange in tax law or regulation or the official application thereof, a “Tax Event”); provided, however, in each case that the Company could not avoid Securities may only be redeemed pursuant to this Section 2.05 if, in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by the Company’s taking reasonable measures reasonably available to itthe Company. (b) Prior to the delivery of any such notice of redemption as a result of a Tax Event the Company shall deliver to the Trustee (i) a written legal an opinion of independent United Kingdom counsel of recognized standing (selected standing, chosen by the Company), in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever exercise its right of further inquiry, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Ownersredemption under this Section 2.05.

Optional Tax Redemption. (a) Unless otherwise provided as contemplated by Section 3.01 with respect Subject to any series ‎Section 2.12 and ‎Section 2.14 of Subordinated Debt Securities and subject always to Section 11.11 belowthis Fourth Supplemental Indenture, the Company will have may, at the option to Company’s option, redeem the relevant series of Subordinated Debt Additional Tier 1 Securities, as a in whole but not in part, having given notice in accordance with Section 11.04 hereof, at a redemption price equal to 100% of the principal amount of the Subordinated Debt Additional Tier 1 Securities then outstanding, together with any accrued interest Accrued Interest to (but excluding) the date fixed for redemption, if at any time: (i) the Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any change in any generally published application or interpretation of such laws, including a decision of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, becomes effective on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date (a “Tax Law Change”), the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder of the Subordinated Debt Additional Tier 1 Securities; and/or (ii) a Tax Law Change would: (A) result in the Company not being entitled to claim a deduction in respect of any payments (or its corresponding funding costs as recognized in its financial statements) in respect of the Additional Tier 1 Securities in computing the Company’s taxation liabilities or materially reducing the amount or value of such deductiondeduction to the Company would be materially reduced; (B) prevent the Subordinated Debt Additional Tier 1 Securities from being treated as loan relationships for United Kingdom tax purposes; (C) as a result of the Subordinated Debt Additional Tier 1 Securities being in issue, result in the Company not being able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of at the date of issue of the Subordinated Debt Additional Tier 1 Securities or any similar system or systems having like effect as may from time to time exist); (D) result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect of a write-down of the principal amount of the Subordinated Debt Additional Tier 1 Securities or the conversion of the Subordinated Debt Additional Tier 1 Securities into shares or other obligations Settlement Shares (including, pursuant to the terms and conditions of the CompanyAdditional Tier 1 Securities or as a result of the exercise of any regulatory powers under the Banking Act 2009); or (E) result in a Subordinated Debt an Additional Tier 1 Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes, (each such Tax Law Changechange (or deemed change) in tax law or regulation or the official application or interpretation thereof, a “Tax Event”); provided, however, in each case that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it. (b) Prior to the delivery giving of any such notice of redemption the Company shall deliver to the Trustee (i) a written legal opinion of independent United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect an Officer’s Certificate stating that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that setting out the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Datedetails thereof. The Trustee is shall be entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever of further inquiry, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.

Optional Tax Redemption. (a) Unless otherwise provided as contemplated by Section 3.01 with respect to any series Sections 2.05(b) and 2.05(c) below hereby amend and replace in their entirety Sections 11.09(a) and 11.09(b) of Subordinated Debt Securities and subject always the Base Indenture, respectively. (b) Subject to Section 2.07 of this First Supplemental Indenture and Sections 11.10 and 11.11 belowof the Base Indenture, the Company will have may, at the option to Company’s option, at any time, redeem the relevant series of Subordinated Debt Securities, as a in whole but not in part, having given notice in accordance with Section 11.04 hereof, 100% of the principal amount of the Subordinated Debt Securities then outstanding, together with any accrued interest to (but excluding) the date fixed for redemption, if at any time: (i) the Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to taxa Taxing Jurisdiction, including any treaty to which the United Kingdom relevant Taxing Jurisdiction is a party, or any a change in any generally published an official application of those laws or interpretation of such lawsregulations, including a any decision of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, becomes effective on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date (and, in the case of a “Tax Law Change”)successor entity, which becomes effective on or after the date of such successor entity’s assumption of the Company’s obligations): (i) the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder Holders of the Subordinated Debt Securities; and/orSecurities Additional Amounts; (ii) a Tax Law Change would: (A) result in the Company would not being be entitled to claim a deduction in respect of any payments in respect of the Securities in computing the Company’s taxation liabilities or materially reducing the amount value of such deductiondeduction would be materially reduced; (Biii) prevent the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes; (C) Company would not, as a result of the Subordinated Debt Securities being in issue, result in the Company not being be able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of at the date of issue of the Subordinated Debt Securities Issue Date or any similar system or systems having like effect as may from time to time exist); (Div) result in a United Kingdom tax liability, or the receipt of income or profit which Company would be subject have to United Kingdom tax, in respect of a write-down of treat the principal amount of the Subordinated Debt Securities or the conversion of the Subordinated Debt Securities into shares or other obligations of the Company; or (E) result in a Subordinated Debt Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes; or (v) the Company would, in the future, have to bring into account a taxable credit if the principal amount of the Securities were written down or converted, (each such Tax Law Changechange in tax law or regulation or the official application thereof, a “Tax Event”); , at a redemption price equal to 100% of the principal amount of the Securities being redeemed, together with accrued but unpaid interest, if any, to (but excluding) the date fixed for redemption, provided, however, in each case that the Company could not avoid Securities may only be redeemed pursuant to this Section 2.05 if, in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by the Company taking reasonable measures reasonably available to itthe Company. (bc) Prior to the delivery of any such notice of redemption as a result of a Tax Event (which notice shall be irrevocable), the Company shall deliver to the Trustee (i) a written legal opinion of independent United Kingdom counsel of recognized standing (selected standing, chosen by the Company), in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever exercise its right of further inquiry, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Ownersredemption under this Section 2.05.

Optional Tax Redemption. (a) Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities and subject always Subject to Section 11.11 below2.07 of this Second Supplemental Indenture and Section 11.08 of the Base Indenture, the Company will have may, at any time, at the option to Company’s option, redeem the relevant series of Subordinated Debt Securities, as a in whole but not in part, having given notice in accordance with Section 11.04 hereof, at a redemption price equal to 100% of the principal amount of the Subordinated Debt Securities then outstandingOutstanding, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled as described in Sections 3.12 and 3.13 of the Base Indenture) to (but excluding) the date fixed for redemption, if at any time: (i) the Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to taxa Taxing Jurisdiction, including any treaty to which the United Kingdom relevant Taxing Jurisdiction is a party, or any a change in any generally published an official application of those laws or interpretation of such lawsregulations, including a any decision of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, becomes effective on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date (and, in the case of a “Tax Law Change”)successor entity, which becomes effective on or after the date of such successor entity’s assumption of the Company’s obligations): (i) the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder Holders of the Subordinated Debt Securities; and/orSecurities Additional Amounts; (ii) a Tax Law Change would: (A) result in the Company would not being be entitled to claim a deduction in respect of any payments in respect of the Securities in computing the Company’s taxation liabilities or materially reducing the amount value of such deductiondeduction would be materially reduced; (Biii) prevent the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes; (C) Company would not, as a result of the Subordinated Debt Securities being in issue, result in the Company not being issue be able to have the losses or deductions set set-off against the profits or gains, gains or profits or gains offset by the losses or deductions, of companies with which it the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of at the date of issue of the Subordinated Debt Securities Issue Date or any similar system or systems having like effect as may from time to time exist); (Div) result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom taxCompany would, in respect of the future, have to bring into account a write-down of taxable credit if the principal amount of the Subordinated Debt Securities were written down or if the conversion of the Subordinated Debt Securities were converted into shares or other obligations of the Company; Conversion Shares, or (Ev) result in a Subordinated Debt Security the Securities or any part thereof being would become treated as a derivative or an embedded derivative for United Kingdom U.K. tax purposes, (each such Tax Law Changechange in tax law or regulation or the official application thereof, a “Tax Event”); provided, however, in each case that the Company could not avoid Securities may only be redeemed pursuant to this Section 2.05 if, in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by the Company’s taking reasonable measures reasonably available to itthe Company. (b) Prior to the delivery of any such notice of redemption as a result of a Tax Event the Company shall deliver to the Trustee (i) a written legal an opinion of independent United Kingdom counsel of recognized standing (selected standing, chosen by the Company), in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever exercise its right of further inquiry, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Ownersredemption under this Section 2.05.