Common use of Redemption for Regulatory Reasons Clause in Contracts

Redemption for Regulatory Reasons. In the event that the adoption of any applicable law, rule or regulation or any change in any applicable law, rule or regulation or any change in the interpretation or administration thereof by any Governmental Agency charged with the interpretation or administration thereof, or compliance by any Holder of 7-Year Floating Rate Notes with any request or directive (whether or not having the force of law) of any such Governmental Agency shall make it unlawful or impossible for any Holder of 7-Year Floating Rate Notes to continue to hold, own, maintain or fund its 7-Year Floating Rate Notes and such Holder so notifies the Trustee, the Trustee will forthwith give notice thereof to the Company. If such Holder determines that it may not lawfully continue to maintain and fund its 7-Year Floating Rate Notes until maturity and so specifies in such notice, the Company will, on the date provided therein, repay in full the then outstanding principal amount of each such 7-Year Floating Rate Note, together with accrued interest thereon, upon presentation thereof by such Holder with respect to any such 7-Year Floating Rate Note. If it is lawful for such Holder to maintain such 7-Year Floating Rate Note through the next Interest Payment Date then applicable to such 7-Year Floating Rate Note, such repayment will be due on such Interest Payment Date. If such Holder shall instead determine that it is not lawful to continue to maintain such 7-Year Floating Rate Note, such repayment will be due within 15 days after the date of receipt of such notice by the Company; provided, however, that Holders of 7-Year Floating Rate Notes will use their best efforts to avoid such unlawfulness through, without limitation, the transfer of its 7-Year Floating Rate Notes to a different Holding Office or to another Person if such transfer will avoid such unlawfulness and will not, in the sole judgment of such Holders, be otherwise reasonably disadvantageous to such Holders. Optional Redemption of the 7-Year Floating Rate Notes. ----------------------------------------------------- The Company will have the right exercisable at any time on giving not more than 30 nor less than five days' irrevocable notice to the Holders, to redeem all, or only some (subject to a minimum of U.S.$1 million and in accordance with the provision for selection of Floating Rate Notes to be redeemed provided for in the 7-Year Notes Indenture), of the 7-Year Floating Rate Notes at their principal amount, together with interest accrued to the date fixed for redemption, subject only to the provisions set forth in "Other Redemption Costs".

Redemption for Regulatory Reasons. In the event that the adoption of any applicable law, rule or regulation or any change in any applicable law, rule or regulation or any change in the interpretation or administration thereof by any Governmental Agency charged with the interpretation or administration thereof, or compliance by any Holder of 7-Year Floating Rate Notes with any request or directive (whether or not having the force of law) of any such Governmental Agency shall make it unlawful or impossible for any Holder of 7-Year Floating Rate Notes to continue to hold, own, maintain or fund its 7-Year Floating Rate Notes and such Holder so notifies the Trustee, the Trustee will forthwith give notice thereof to the Company. If such Holder determines that it may not lawfully continue to maintain and fund its 7-Year Floating Rate Notes until maturity and so specifies in such notice, the Company will, on the date provided therein, repay in full the then outstanding principal amount of each such 7-Year Floating Rate Note, together with accrued interest thereon, upon presentation thereof by such Holder with respect to any such 7-Year Floating Rate Note. If it is lawful for such Holder to maintain such 7-Year Floating Rate Note through the next Interest Payment Date then applicable to such 7-Year Floating Rate Note, such repayment will be due on such Interest Payment Date. If such Holder shall instead determine that it is not lawful to continue to maintain such 7-Year Floating Rate Note, such repayment will be due within 15 days after the date of receipt of such notice by the Company; provided, however, that Holders of 7-Year Floating Rate Notes will use their best efforts to avoid such unlawfulness through, without limitation, the transfer of its 7-Year Floating Rate Notes to a different Holding Office or to another Person if such transfer will avoid such unlawfulness and will not, in the sole judgment of such Holders, be otherwise reasonably disadvantageous to such Holders. Optional Redemption of the 7-Year Floating Rate Notes. ----------------------------------------------------- The Company will have the right exercisable at any time on giving not more than 30 nor less than five days' irrevocable notice to the Holders, to redeem all, or only some (subject to a minimum of U.S.$1 million and in accordance with the provision for selection of Floating Rate Notes to be redeemed provided for in the 7-Year Notes Indenture), of the 7-Year Floating Rate Notes at their principal amount, together with interest accrued to the date fixed for redemption, subject only to the provisions set forth in "Other Redemption Costs".

Redemption for Regulatory Reasons. In the event that the adoption of any applicable law, rule or regulation or any change in any applicable law, rule or regulation or any change in the interpretation or administration thereof by any Governmental Agency charged with the interpretation or administration thereof, or compliance by any Holder of 7-Year Floating Rate Notes with any request or directive (whether or not having the force of law) of any such Governmental Agency shall make it unlawful or impossible for any Holder of 7-Year Floating Rate Notes to continue to hold, own, maintain or fund its 7-Year Floating Rate Notes and such Holder so notifies the Trustee, the Trustee will forthwith give notice thereof to the Company. If such Holder determines that it may not lawfully continue to maintain and fund its 7-Year Floating Rate Notes until maturity and so specifies in such notice, the Company will, on the date provided therein, repay in full the then outstanding principal amount of each such 7-Year Floating Rate Note, together with accrued interest thereon, upon presentation thereof by such Holder with respect to any such 7-Year Floating Rate Note. If it is lawful for such Holder to maintain such 7-Year Floating Rate Note through the next Interest Payment Date then applicable to such 7-Year Floating Rate Note, such repayment will be due on such Interest Payment Date. If such Holder shall instead determine that it is not lawful to continue to maintain such 7-Year Floating Rate Note, such repayment will be due within 15 days after the date of receipt of such notice by the Company; provided, however, that Holders of 7-Year Floating Rate Notes will use their best efforts to avoid such unlawfulness through, without limitation, the transfer of its 7-Year Floating Rate Notes to a different Holding Office or to another Person if such transfer will avoid such unlawfulness and will not, in the sole judgment of such Holders, be otherwise reasonably disadvantageous to such Holders. Optional Redemption of the 7-Year Floating Rate Notes. ----------------------------------------------------- The Company will have the right exercisable at any time on giving not more than 30 nor less than five days' irrevocable notice to the Holders, to redeem all, or only some (subject to a minimum of U.S.$1 million and in accordance with the provision for selection of Floating Rate Notes to be redeemed provided for in the 7-Year Notes Indenture), of the 7-Year Floating Rate Notes at their principal amount, together with interest accrued to the date fixed for redemption, subject only to the provisions set forth in "Other Redemption Costs".

Redemption for Regulatory Reasons. In the event that the adoption of any applicable law, rule or regulation or any change in any applicable law, rule or regulation or any change in the interpretation or administration thereof by any Governmental Agency charged with the interpretation or administration thereof, or compliance by any Holder of 7-Year Floating Rate Notes with any request or directive (whether or not having the force of law) of any such Governmental Agency shall make it unlawful or impossible for any Holder of 7-Year Floating Rate Notes to continue to hold, own, maintain or fund its 7-Year Floating Rate Notes and such Holder so notifies the Trustee, the Trustee will forthwith give notice thereof to the Company. If such Holder determines that it may not lawfully continue to maintain and fund its 7-Year Floating Rate Notes until maturity and so specifies in such notice, the Company will, on the date provided therein, repay in full the then outstanding principal amount of each such 7-Year Floating Rate Note, together with accrued interest thereon, upon presentation thereof by such Holder with respect to any such 7-Year Floating Rate Note. If it is lawful for such Holder to maintain such 7-Year Floating Rate Note through the next Interest Payment Date then applicable to such 7-Year Floating Rate Note, such repayment will be due on such Interest Payment Date. If such Holder shall instead determine that it is not lawful to continue to maintain such 7-Year Floating Rate Note, such repayment will be due within 15 days after the date of receipt of such notice by the Company; provided, however, that Holders of 7-Year Floating Rate Notes will use their best efforts to avoid such unlawfulness through, without limitation, the transfer of its 7-Year Floating Rate Notes to a different Holding Office or to another Person if such transfer will avoid such unlawfulness and will not, in the sole judgment of such Holders, be otherwise reasonably disadvantageous to such Holders. Optional Redemption of the 7-Year Floating Rate Notes. ----------------------------------------------------- The Company will have the right exercisable at any time on giving not more than 30 nor less than five days' ’ irrevocable notice to the Holders, to redeem all, or only some (subject to a minimum of U.S.$1 million and in accordance with the provision for selection of Floating Rate Notes to be redeemed provided for in the 7-Year Notes Indenture), of the 7-Year Floating Rate Notes at their principal amount, together with interest accrued to the date fixed for redemption, subject only to the provisions set forth in "“Other Redemption Costs"”.

Redemption for Regulatory Reasons. In (a) Subject to prior approval from BNM, if the event Subordinated Debt no longer fully qualify as Tier 2 capital of the Issuer for the purposes of BNM's capital adequacy requirements under any regulations applicable to the Issuer or at any time, there is more than an insubstantial risk that the adoption Subordinated Debt will no longer qualify as such, then the Issuer may, at its option, subject to the approval from BNM, redeem the affected tranche of the Subordinated Debt (in whole but not in part) at the Nominal Value (together with all accrued but unpaid interest (if any) under the Subordinated Debt) by giving not less than fifteen (15) days’ nor more than 30 thirty days’ notice to the Trustee in accordance with Condition 12, and a notice to the Facility Agent, not less than fifteen (15) days before the giving of the notice to the Trustee (which notice shall be irrevocable and may not be withdrawn and shall oblige the Issuer to redeem the Subordinated Debt on the date specified in such notice). (b) Prior to giving any applicable lawnotice of redemption pursuant to this clause 8.5, rule the Issuer shall deliver or regulation or any change procure that there is delivered to the Trustee and Facility Agent: (i) a certificate signed by one director of the Issuer stating that the circumstances referred to in any applicable lawthis clause 8.5 prevail (including the requirements, rule or regulation or any change if any, of clause 8.5 and setting out the details of such circumstances and attaching a copy of the written approval from BNM and other regulatory approvals, if any, that may be required; and (ii) an opinion in the interpretation or administration thereof by any Governmental Agency charged with the interpretation or administration thereof, or compliance by any Holder of 7-Year Floating Rate Notes with any request or directive (whether or not having the force of law) of any such Governmental Agency shall make it unlawful or impossible for any Holder of 7-Year Floating Rate Notes form and substance satisfactory to continue to hold, own, maintain or fund its 7-Year Floating Rate Notes and such Holder so notifies the Trustee, the Trustee will forthwith give notice thereof of independent legal advisors or auditors of recognised standing to the Companyeffect that the Subordinated Debt no longer qualify as Tier 2 capital of the Issuer for the purposes of BNM's capital adequacy requirements under regulations applicable to the Issuer or that there is more than an insubstantial risk that the affected tranche of the Subordinated Debt will no longer qualify as such. If The Trustee shall be entitled to accept such Holder determines that it may not lawfully continue to maintain certificate and fund its 7-Year Floating Rate Notes until maturity opinion as conclusive evidence of the satisfaction of the circumstances set out in this clause 8.5, in which event they shall be conclusive and so specifies in such noticebinding on the Subordinated Debtholders. Upon the expiry of any notice period satisfying this clause 8.5, the Company will, on Issuer shall be bound to redeem the date provided therein, repay in full the then outstanding principal amount of each such 7-Year Floating Rate Note, together with accrued interest thereon, upon presentation thereof by such Holder with respect to any such 7-Year Floating Rate Note. If it is lawful for such Holder to maintain such 7-Year Floating Rate Note through the next Interest Payment Date then applicable to such 7-Year Floating Rate Note, such repayment will be due on such Interest Payment Date. If such Holder shall instead determine that it is not lawful to continue to maintain such 7-Year Floating Rate Note, such repayment will be due within 15 days after the date of receipt of such notice by the Company; provided, however, that Holders of 7-Year Floating Rate Notes will use their best efforts to avoid such unlawfulness through, without limitation, the transfer of its 7-Year Floating Rate Notes to a different Holding Office or to another Person if such transfer will avoid such unlawfulness and will not, in the sole judgment of such Holders, be otherwise reasonably disadvantageous to such Holders. Optional Redemption affected tranche of the 7-Year Floating Rate Notes. ----------------------------------------------------- The Company will have the right exercisable at any time on giving not more than 30 nor less than five days' irrevocable notice to the Holders, to redeem all, or only some (subject to a minimum of U.S.$1 million and Subordinated Debt in accordance with this clause 8.5. (c) Redemption of one tranche of the provision for selection Subordinated Debt does not oblige the Issuer to redeem the other tranches of Floating Rate Notes the Subordinated Debt and shall not be deemed to be redeemed provided for in an exercise by the 7-Year Notes Indenture), Issuer of the 7-Year Floating Rate Notes at their principal amount, together with interest accrued redemption under the other tranches of the Subordinated Debt. 9 Meetings of Subordinated Debtholders The provisions of Schedule 3 hereto shall have effect in relation to meetings of the date fixed for redemption, subject only to the provisions set forth in "Other Redemption Costs"Subordinated Debtholders.