Common use of Redemption for Change of Control Clause in Contracts

Redemption for Change of Control. In the case of Notes issued by a Subsidiary Issuer, subject (in the case of Subordinated Notes) to Condition 11(i) (Additional Conditions for Redemption of Subordinated Notes), if Change of Control Put is specified in the relevant Pricing Supplement as being applicable, at any time following the occurrence of a Change of Control, the holder of any Note will have the right, at such holder’s option, to require the Issuer to redeem all, but not some only, of that holder’s Notes on the Change of Control Put Date at a price equal to the Early Redemption Amount (Change of Control), together with accrued interest up to, but excluding, the Change of Control Put Date. To exercise such right, the holder of the relevant Note must deposit at the specified office of any Paying Agent a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the specified office of any Paying Agent (a “Change of Control Put Exercise Notice”), together with the Certificate evidencing the Notes to be redeemed, by not later than 30 days following a Change of Control, or, if later, 30 days following the date upon which notice thereof is given to Noteholders by the Issuer in accordance with Condition 22 (Notices). The “Change of Control Put Date” shall be the fourteenth day after the expiry of such period of 30 days as referred to above in this Condition 11(e). A Change of Control Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem the Notes which are the subject of Change of Control Put Exercise Notices delivered as aforesaid on the Change of Control Put Date. The Issuer shall give notice to Noteholders (in accordance with Condition 22 (Notices)) and the Trustee by not later than 14 days following the first day on which it becomes aware of the occurrence of a Change of Control, which notice shall specify the procedure for exercise by holders of their rights to require redemption of the Notes pursuant to this Condition 11(e). Neither the Trustee nor the Agents shall be required to monitor whether a Change of Control or any event which could lead to the occurrence of a Change of Control has occurred and shall not be liable to Noteholders or any other person for not doing so.

Redemption for Change of Control. In the case of Notes issued by a Subsidiary Issuer, subject (in the case of Subordinated Notes) to Condition 11(i) (Additional Conditions for Redemption of Subordinated Notes), if Change of Control Put is specified in the relevant Pricing Supplement as being applicable, at At any time following the occurrence of a Change of Control, the holder of any Note will have the right, at such holder’s option, to require the Issuer to redeem all, but not some only, of that holder’s Notes on the Change of Control Put Date at a price equal to the Early Redemption Amount (Change of Control), together with interest accrued interest up to, but excluding, (if any) to the Change of Control Put Date. To exercise such right, the holder of the relevant Note must deposit at the specified office of any Paying Agent a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the specified office of any Paying Agent (a “Change of Control Put Exercise Notice”), together with the Certificate a certificate evidencing the Notes to be redeemed, by not later than 30 days following a Change of Control, or, if later, 30 days following the date upon which notice thereof is given to Noteholders by the Issuer in accordance with Condition 22 20 (Notices). The “Change of Control Put Date” shall be the fourteenth day after the expiry of such period of 30 days as referred to above in this Condition 11(e9(c). A Change of Control Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem the Notes which are the subject of Change of Control Put Exercise Notices delivered as aforesaid on the Change of Control Put Date. The Issuer shall give notice to Noteholders (in accordance with Condition 22 20 (Notices)) and the Trustee and the Principal Paying Agent by not later than 14 days following the first day on which it becomes aware of the occurrence of a Change of Control, which notice shall specify the procedure for exercise by holders of their rights to require redemption of the Notes pursuant to this Condition 11(e9(c). Neither the Trustee nor the Agents shall be required to monitor whether a Change of Control or any event which could lead to the occurrence of a Change of Control has occurred and shall not be liable to Noteholders or any other person for not doing so.

Redemption for Change of Control. In the case of Notes issued by a Subsidiary Issuer, subject (in the case of Subordinated Notes) to Condition 11(i) (Additional Conditions for Redemption of Subordinated Notes), if Change of Control Put is specified in the relevant Pricing Supplement as being applicable, at any time following Following the occurrence of a Change of Control, the holder of any Note will have the right, at such holder’s option, to require the Issuer to redeem all, but not some only, of that holder’s Notes on the Change of Control Put Date at a price equal to the Early Redemption Amount (Change of Control), together with accrued interest up to, but excluding, the Change of Control Put Date. To exercise such right, the holder of the relevant Note must deposit at the specified office of any Paying Agent a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the specified office of any Paying Agent (a “Change of Control Put Exercise Notice”), together with the Certificate evidencing the Notes to be redeemed, by not later than 30 days following a Change of Control, or, if later, 30 days following the date upon which notice thereof is given to Noteholders by the Issuer in accordance with Condition 22 (Notices). The “Change of Control Put Date” shall be the fourteenth day after the expiry of such period of 30 days as referred to above in this Condition 11(e). A Change of Control Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem the Notes which are the subject of Change of Control Put Exercise Notices delivered as aforesaid on the Change of Control Put Date. The Issuer shall give notice to Noteholders (Holders and the Fiscal Agent in accordance with Condition 22 14 (Notices)) and the Trustee by not later than 14 days following the first day on which it becomes aware of the occurrence of a Change of Control, which notice shall specify the procedure for exercise by holders of their rights to require redemption of the Notes pursuant to this Condition 11(e). Neither the Trustee nor the Agents shall be required to monitor whether a 5(c) (Redemption for Change of Control or Control), and the Holder of any event which could lead to Note will have the right at any time following the occurrence of a Change of Control, at such Holder's option, to require the Issuer to redeem all but not some only of that Holder's Notes on the Change of Control has occurred Put Date at 101 per cent., of its principal amount, together with accrued interest up to, but excluding the Change of Control Put Date. To exercise such right, the Holder of the relevant Note must deposit at the Specified Office of any Paying Agent a duly completed and shall signed notice of redemption, in the form for the time being current, obtainable from the Specified Office of any Paying Agent (a "Put Exercise Notice"), together with the Note Certificates evidencing the Notes to be redeemed by not be liable later than 30 days following a Change of Control, or, if later, 30 days following the date upon which notice thereof is given to Noteholders or any other person by the Issuer in accordance with Condition 14 (Notices). The "Change of Control Put Date" shall be the 14th day after the expiry of such period of 30 days as referred to above. A Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem the Notes subject to the Put Exercise Notices delivered as aforesaid. In this Condition on 5(c) (Redemption for not doing so.Change of Control):

Redemption for Change of Control. In the case The Transfer Agent will keep a stock of Notes issued by a Subsidiary Issuer, subject (in the case of Subordinated Notes) to Condition 11(i) (Additional Conditions for Redemption of Subordinated Notes), if Change of Control Put is specified Notices in the relevant Pricing Supplement as being applicable, at any time following a form similar to that set out in Schedule 4 and will make them available on demand to Bondholders upon the occurrence of a Change of Control. The Issuer shall promptly give to each Transfer Agent a copy of any notice to Bondholders delivered pursuant to Condition 6(c). The Transfer Agent with which a Certificate is deposited in a valid exercise of any Bondholder’s option pursuant to Condition 6(c) shall hold such Certificate on behalf of the depositing Bondholder (but shall not, save as provided below, release it) until the due date for redemption or purchase (as the case may be) of the relevant Bond(s) in respect of which it is deposited pursuant to Condition 6(c). On that date, subject as provided below, the Transfer Agent shall (i) surrender any such Certificate to itself (and treat it as if surrendered by the holder in accordance with the Conditions) for payment of any Note will have the right, at amount due in accordance with the Conditions and (ii) cause the Fiscal Agent to pay such holder’s option, to require moneys in accordance with the Issuer to redeem all, but not some only, directions of that holder’s Notes on the Bondholder contained in the Change of Control Put Date Notice. If any such Bond becomes immediately due and payable before the due date for its redemption or purchase (as the case may be), or if upon due surrender of the Certificate representing a Bond payment of the amount due is improperly withheld or refused, the Agent concerned shall mail the Certificate representing such Bond by uninsured post to, and at a price equal the risk and at the expense of, the relevant Bondholder (unless the Bondholder otherwise requests and pays the costs of such insurance in advance to the Early Redemption Amount (Change of Control), together with accrued interest up to, but excluding, relevant Agent) to such address as may have been given by the Bondholder in the Change of Control Put DateNotice or where no address has been given, to the address appearing in the Register. To At the end of each period for the exercise such right, the holder of the relevant Note must deposit at the specified office of any Paying Agent a duly completed and signed notice of redemptionoption in Condition 6(c), in the form for the time being current, obtainable from the specified office of any Paying each Agent (a “if not the Fiscal Agent) shall (i) promptly notify the Fiscal Agent of the principal amount of the Bonds in respect of which such option has been exercised with it together with the certificate numbers of the Certificates representing them and (ii) forward such Change of Control Put Exercise Notice”), together with Notices and Certificates to the Certificate evidencing the Notes to be redeemed, by not later than 30 days following a Change of Control, or, if later, 30 days following the date upon which notice thereof is given to Noteholders by the Issuer in accordance with Condition 22 (Notices)Fiscal Agent. The “Change of Control Put Date” Fiscal Agent shall be as soon as reasonably practicable notify such details to the fourteenth day after the expiry of such period of 30 days as referred to above in this Condition 11(e)Issuer. A Change of Control Put Exercise Notice, once delivered, Notice given by a holder of any Bond pursuant to Condition 6(c) shall be irrevocable except where, prior to the due date of redemption or purchase (as the case may be), an Event of Default has occurred and is continuing in which event such holder, at its option, may elect by notice to the Issuer shall redeem the Notes which are the subject of Change of Control Put Exercise Notices delivered as aforesaid on to withdraw the Change of Control Put Date. The Issuer shall Notice and instead to give notice to Noteholders (in accordance with that the Bond is immediately due and repayable under Condition 22 (Notices)) and the Trustee by not later than 14 days following the first day on which it becomes aware of the occurrence of a Change of Control, which notice shall specify the procedure for exercise by holders of their rights to require redemption of the Notes pursuant to this Condition 11(e). Neither the Trustee nor the Agents shall be required to monitor whether a Change of Control or any event which could lead to the occurrence of a Change of Control has occurred and shall not be liable to Noteholders or any other person for not doing so9.

Redemption for Change of Control. In the case of Notes issued by a Subsidiary Issuer, subject (in the case of Subordinated Notes) to Condition 11(i) (Additional Conditions for Redemption of Subordinated Notes), if Change of Control Put is specified in the relevant Pricing Supplement as being applicable, at At any time following the occurrence of a Change of Control, the holder of any Note Bond will have the right, at such holder’s option, to require the Issuer to redeem all, but not some onlyonly a part, of that holder’s Notes Bonds on the Change of Control Put Settlement Date at a price equal to the Early Redemption Amount (Change 101% of Control)their principal amount, together with accrued interest up to, but excluding, the Change of Control such Put Settlement Date. To exercise such right, the holder of the relevant Note Bond must deposit at the specified office Specified Office of any Paying Agent a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the specified office Specified Office of any Paying Agent (a “Change of Control Put Exercise Notice”)) and, to the extent that the Bonds held by such holder are represented by Definitive Bonds, the holder must concurrently deposit at the Specified Office of such Paying Agent such Definitive Bonds evidencing the Bonds together with the Certificate evidencing the Notes all unmatured Coupons relating thereto to be redeemed, by not later than 30 days following a Change of Control, or, if later, 30 days following the date upon which notice thereof is given to Noteholders Bondholders by the Issuer in accordance with Condition 22 15 (Notices). The “Change of Control Put Settlement Date” shall be the fourteenth 20th day after the expiry of such period of the 30 days as referred following a Change of Control, or, if later, the 30 days following the date upon which notice thereof is given to above Bondholders by the Issuer in this accordance with Condition 11(e15 (Notices). A Change of Control Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem the Notes which are Bonds subject to the subject of Change of Control Put Exercise Notices Notice delivered as aforesaid on the Change of Control Put Settlement Date. The Issuer shall give notice to Noteholders (Bondholders and the Trustee in accordance with Condition 22 15 (Notices)) and the Trustee by not no later than 14 10 days following the first day on which it becomes aware of the occurrence of a Change of Control, which notice shall specify the procedure for exercise by holders of their rights to require redemption of the Notes Bonds pursuant to this Condition 11(e5(d) (Redemption for Change of Control). Neither the Trustee nor the Agents shall be required to monitor whether a Change of Control or any event which could lead to the occurrence of a Change of Control has occurred and shall not be liable to Noteholders or any other person for not doing so.In these Conditions:

Redemption for Change of Control. In Unless the case of Notes issued by a Subsidiary Issuer, subject (in relevant Pricing Supplement specifies that the case of Subordinated Notes) to Condition 11(i) (Additional Conditions for Redemption of Subordinated Notes), if Change of Control Put Option is specified in the relevant Pricing Supplement as being not applicable, at any time following the occurrence of a Change of Control, the holder Holder of any Note will have the right, at such holderHolder’s option, to require the Issuer to redeem all, but not some onlyin part, of that holdersuch Holder’s Notes on the Change of Control Put Date (as defined below) at a price equal to the Early Redemption Amount (Change 101.0 per cent. of Control)their principal amount, together with accrued interest up to, but excluding, the Change of Control Put Date. To exercise such right, the holder Holder of the relevant Note must deposit at the specified office Specified Office of any Paying Agent a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the specified office Specified Office of any Paying Agent (a “Change of Control Put Exercise Notice”), together with the Note Certificate evidencing the Notes to be redeemed, redeemed by not later than 30 days following a Change of Control, or, if later, 30 days following the date upon which notice thereof is given to Noteholders by the Issuer in accordance with Condition 22 19 (Notices). The “Change of Control Put Date” shall be the fourteenth day after the expiry of such period of 30 days as referred to above in this Condition 11(e)above. A Change of Control Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem the Notes which are subject to the subject of Change of Control Put Exercise Notices delivered as aforesaid on the Change of Control Put Date. The Issuer shall give notice to Noteholders (in accordance with Condition 22 (Notices)) and the Trustee by not later than 14 days following the first day on which it becomes aware of the occurrence of a Change of Control, which notice shall specify the procedure for exercise by holders of their rights to require redemption of the Notes pursuant to this Condition 11(e). Neither the Trustee nor the Agents shall be required to monitor whether a Change of Control or any event which could lead to the occurrence of a Change of Control has occurred and shall not be liable to Noteholders or any other person for not doing so.