Common use of Subordination of Perpetual Subordinated Debt Securities Clause in Contracts

Subordination of Perpetual Subordinated Debt Securities. The rights and claims of the Holders of any series of Perpetual Subordinated Debt Securities are subordinated to Issuer Senior Creditors with respect to such Securities, including claims of any Holders of Dated Subordinated Debt Securities or any other subordinated debt securities of the Issuer not expressed to rank equally with or junior to the Perpetual Subordinated Debt Securities. Except in a bankruptcy, winding up, liquidation or, if the Relevant Regulator has indicated in writing that it has no objection to such payment, any payments of principal, premium, if any, interest, if any, or Deferred Interest, if any, in respect of the Perpetual Subordinated Debt Securities of any series are conditional upon the Issuer Solvency Condition being satisfied both immediately before and immediately after any such payment, and no principal, premium, if any, interest, if any, or Deferred Interest, if any, shall be payable in respect of any series of such debt securities and neither the Issuer nor any of its Subsidiaries may redeem or repurchase any of the debt securities of any such series except to the extent that the Issuer would meet the Regulatory Capital Requirement and satisfy the Issuer Solvency Condition both immediately before and immediately after any such payment, redemption or repurchase. In the event of the bankruptcy, winding up or liquidation of the Issuer, the claims of Holders of Perpetual Subordinated Debt Securities will rank at least pari passu with the obligations of the Issuer pursuant to the Legacy Tier 2 Notes for so long as such Legacy Tier 2 Notes are outstanding and all other of the Issuer’s obligations that constitute, or would but for any applicable limitation on the amount of such capital constitute, Subordinated Tier 2 Capital and in priority to the obligations of Issuer pursuant to the Perpetual Subordinated Capital Securities issued by the Issuer, and all obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 1 Capital, and in priority to the claims of holders of all classes of the share capital of the Issuer. In the event of the bankruptcy, winding up or liquidation of the Issuer, the amount that shall be payable with respect to the Perpetual Subordinated Debt Securities of each series shall be determined by calculating the amount, if any, as would have been payable in respect thereof as if, on the day immediately prior to the commencement of any such bankruptcy, winding up or liquidation and thereafter, the Holders of such Perpetual Subordinated Debt Securities were the holders of the Issuer’s preferred or preference shares having a preferential right to a return of assets in any such bankruptcy, winding up or liquidation over the holders of all issued classes of share capital for the time being and any notional class of shares in the Issuer’s capital by reference to which the claims of any Person in the Issuer’s winding up are to be determined (other than any notional class of shares of equal seniority with such shares), assuming that such preferred or preference shares were entitled (to the exclusion of other rights or privileges) to receive as a return of capital in such bankruptcy, winding up or liquidation an amount equal to the principal amount of the Perpetual Subordinated Debt Securities of such series then Outstanding together with premium, if any, and interest accrued to the date of repayment, if any, and Deferred Interest to the extent provided pursuant to Section 3.01. In the event such amounts and any claims ranking pari passu are not paid in full, the Holders of such Securities and claims will share ratably in any such distribution of the assets of the Issuer in proportion to the respective amounts to which they are entitled.

Subordination of Perpetual Subordinated Debt Securities. The rights and claims of the Holders of any series of Perpetual Subordinated Debt Securities are subordinated to Issuer Senior Creditors with respect to such Securities, including claims of any Holders holders of Dated Subordinated Debt Securities or any other subordinated debt securities of the Issuer issuer not expressed to rank equally with or junior to the Perpetual Subordinated Debt Securities. The following are “Senior Creditors” with respect to any series of Perpetual Subordinated Debt Securities unless otherwise provided in the Board Resolution or supplemental indenture executed pursuant to Section 3.01 establishing the terms of such Securities: (i) any creditors who are unsubordinated creditors of the Issuer with claims admitted in the event of the winding up of the Issuer; (ii) any creditors of the Issuer whose claims rank, or are expressed to rank, subordinated to the claims of other creditors of the Issuer (other than those whose claims constitute, or would but for any applicable limitation on the amount of such capital, constitute Tier 1 Capital (which ranks, or is expressed to rank, junior to the Perpetual Subordinated Debt Securities)) or whose claims rank, or are expressed to rank, equally with, or junior to, the claims of the Holders of the Perpetual Subordinated Debt Securities. Except in a bankruptcy, winding up, liquidation or, if the Relevant Regulator Financial Services Authority has indicated in writing that it has no objection to such payment, any payments of principal, premium, if any, interest, if any, or Deferred Interest, if any, in respect of the Perpetual Subordinated Debt Securities of any series are conditional upon the Issuer satisfying the Solvency Condition being satisfied both immediately before at the time of and immediately after any such payment, and no principal, premium, if any, interest, if any, or Deferred Interest, if any, shall be payable in respect of any series of such debt securities and neither the Issuer nor any of its Subsidiaries Subsidiaries, as applicable, may redeem or repurchase any of the debt securities of any such series except to the extent that the Issuer would meet satisfy the Regulatory Capital Requirement and satisfy the Issuer Solvency Condition both immediately before at the time of and immediately after after, any such payment, redemption or repurchase. In the event of the bankruptcy, winding up or liquidation of the Issuer, the claims of Holders of Perpetual Subordinated Debt Securities will rank at least pari passu with the obligations of the Issuer pursuant to the Legacy Tier 2 Notes for so long as such Legacy Tier 2 Notes are outstanding and all other of the Issuer’s obligations that constitute, or would but for any applicable limitation limitations on the amount of such capital constitute, Subordinated Upper Tier 2 Capital and in priority to the obligations of Issuer pursuant to the Perpetual Subordinated Capital Securities issued by the Issuer, and all obligations of the Issuer which those whose claims constitute, or would but for any applicable limitation on as the amount of such capital constitute, Tier 1 Capital, Capital and in priority to the claims of holders of all classes of the share capital of the Issuer. In the event of the bankruptcy, winding up or liquidation of the Issuer, the amount that shall be payable with respect to the Perpetual Subordinated Debt Securities of each series shall be determined by calculating the amount, if any, as would have been payable in respect thereof as if, on the day immediately prior to the commencement of any such bankruptcy, winding up or liquidation and thereafter, the Holders of such Perpetual Subordinated Debt Securities were the holders of the Issuer’s preferred or preference shares Preference Shares having a preferential right to a return of assets in any such bankruptcy, winding up or liquidation over the holders of all issued classes of share capital for the time being and any notional class of shares in the Issuer’s capital by reference to which the claims of any Person person in the Issuer’s winding up are to be determined (other than any notional class of shares of equal seniority with such shares), assuming that such preferred or preference shares Preference Shares were entitled (to the exclusion of other rights or privileges) to receive as a return of capital in such bankruptcy, winding up or liquidation an amount equal to the principal amount of the Perpetual Subordinated Debt Securities of such series then Outstanding together with premium, if any, and interest accrued to the date of repayment, if any, and Deferred Interest to the extent provided pursuant to Section 3.01. In the event such amounts and any claims ranking pari passu are not paid in full, the Holders of such Securities and claims will share ratably in any such distribution of the assets of the Issuer in proportion to the respective amounts to which they are entitled.

Subordination of Perpetual Subordinated Debt Securities. The rights and claims of the Holders holders of any series of Perpetual Subordinated Debt Securities are subordinated to Issuer Senior Creditors with respect to such Securities, including claims of any Holders holders of Dated Subordinated Debt Securities or any other subordinated debt securities of the Issuer issuer not expressed to rank equally with or junior to the Perpetual Subordinated Debt Securities. Except The following are “Senior Creditors” with respect to any series of Perpetual Subordinated Debt Securities unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of such Securities: (i) any creditors who are unsubordinated creditors with claims admitted in the event of the winding up of the Issuer; (ii) any creditors having claims in respect of liabilities that are, or are expressed to be subordinated, whether only in the event of a bankruptcywinding up or otherwise, winding upto the claims of unsubordinated creditors of the Issuer but not further or otherwise; (iii) any creditor who is a holder of Securities other than the Perpetual Subordinated Debt Securities except those that rank, liquidation oror are expressed to rank, if the Relevant Regulator has indicated in writing that it has no objection equally with or junior to such payment, any payments series of Perpetual Subordinated Debt Securities. No principal, premium, if any, interest, if any, or and interest and Deferred Interest, if any, or any sinking fund or redemption payments in respect of any of the Perpetual Subordinated Debt Securities which under the terms of any series are conditional upon such Perpetual Subordinated Debt Securities or the provisions of this Subordinated Indenture would otherwise be due for payment by the Issuer when the Solvency Condition being is not satisfied both immediately before shall be due and immediately after any such paymentpayable (without prejudice to the provisions of Section 5.03 with respect to a Payment Event), and no instead such principal, premium, if any, interest, if any, or and interest and Deferred Interest, if any, shall be or any sinking fund or redemption payments will become due and payable in respect of any series of such debt securities only if and neither the Issuer nor any of its Subsidiaries may redeem or repurchase any of the debt securities of any such series except when and to the extent that the Issuer would meet could make such payment in whole or in part and the Regulatory Capital Requirement and Issuer could still satisfy the Issuer Solvency Condition both immediately before and immediately after any such payment, redemption or repurchase. In the event of the bankruptcy, winding up or liquidation of the Issuer, the claims of Holders of Perpetual Subordinated Debt Securities will rank at least pari passu with the obligations of the Issuer pursuant to the Legacy Tier 2 Notes for so long as such Legacy Tier 2 Notes are outstanding and all other of the Issuer’s obligations that constitute, or would but for any applicable limitation on the amount of such capital constitute, Subordinated Tier 2 Capital and in priority to the obligations of Issuer pursuant to the Perpetual Subordinated Capital Securities issued by the Issuer, and all obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 1 Capital, and in priority to the claims of holders of all classes of the share capital of the Issuerthereafter. In the event of the bankruptcy, winding up or liquidation of the Issuer, the amount that shall be payable with respect to the Perpetual Subordinated Debt Securities of each series shall be determined by calculating the amount, if any, as would have been payable in respect thereof as if, on the day immediately prior to the commencement of any such bankruptcy, winding up or liquidation and thereafter, the Holders of such Perpetual Subordinated Debt Securities were the holders of the Issuer’s preferred or most senior class of preference shares of the Issuer having a preferential right to a return of assets in any such bankruptcy, winding up or liquidation over the holders of all issued classes of share capital (including all classes of preference shares of the Issuer) for the time being and any notional class of shares in the Issuer’s capital by reference to which the claims of any Person in the Issuer’s winding up are to be determined (other than any notional class of shares of equal seniority with such shares)being, assuming that such preferred or preference shares were entitled (to the exclusion of other rights or privileges) to receive as a return of capital in such bankruptcy, winding up or liquidation an amount equal to the principal amount of the Perpetual Subordinated Debt Securities of such series then Outstanding together with premium, if any, and interest accrued to the date of repayment, if any, and Deferred Interest to the extent provided pursuant to Section 3.01. In the event such amounts and any claims ranking pari passu are not paid in full, the Holders holders of such Securities and claims will share ratably in any such distribution of the assets of the Issuer in proportion to the respective amounts to which they are entitled.

Subordination of Perpetual Subordinated Debt Securities. The rights and claims of the Holders of any series of Perpetual Subordinated Debt Securities are subordinated to Issuer Senior Creditors with respect to such Securities, including claims of any Holders holders of Dated Subordinated Debt Securities or any other subordinated debt securities of the Issuer issuer not expressed to rank equally with or junior to the Perpetual Subordinated Debt Securities. The following are “Senior Creditors” with respect to any series of Perpetual Subordinated Debt Securities unless otherwise provided in the Board Resolution or supplemental indenture executed pursuant to Section 3.01 establishing the terms of such Securities: (i) any creditors who are unsubordinated creditors of the Issuer with claims admitted in the event of the winding up of the Issuer; (ii) any creditors of the Issuer whose claims rank, or are expressed to rank, subordinated to the claims of other creditors of the Issuer (other than those whose claims constitute, or would but for any applicable limitation on the amount of such capital, constitute Tier 1 Capital (which ranks, or is expressed to rank, junior to the Perpetual Subordinated Debt Securities)) or whose claims rank, or are expressed to rank, equally with, or junior to, the claims of the Holders of the Perpetual Subordinated Debt Securities. Except in a bankruptcy, winding up, liquidation or, if the Relevant Regulator has indicated in writing that it has no objection to such payment, any payments of principal, premium, if any, interest, if any, or Deferred Interest, if any, in respect of the Perpetual Subordinated Debt Securities of any series are conditional upon the Issuer satisfying the Solvency Condition being satisfied both immediately before at the time of and immediately after any such payment, and no principal, premium, if any, interest, if any, or Deferred Interest, if any, shall be payable in respect of any series of such debt securities and neither the Issuer nor any of its Subsidiaries Subsidiaries, as applicable, may redeem or repurchase any of the debt securities of any such series except to the extent that the Issuer would meet the Regulatory Capital Requirement and satisfy the Issuer Solvency Condition both immediately before at the time of and immediately after after, any such payment, redemption or repurchase. In the event of the bankruptcy, winding up or liquidation of the Issuer, the claims of Holders of Perpetual Subordinated Debt Securities will rank at least pari passu with the obligations of the Issuer pursuant to the Legacy Tier 2 Notes for so long as such Legacy Tier 2 Notes are outstanding and all other of the Issuer’s obligations that constitute, or would but for any applicable limitation limitations on the amount of such capital constitute, Subordinated Tier 2 Capital and in priority to the obligations of Issuer pursuant to the Perpetual Subordinated Capital Securities issued by the Issuer, and all obligations of the Issuer which those whose claims constitute, or would but for any applicable limitation on as the amount of such capital constitute, Tier 1 Capital, Capital and in priority to the claims of holders of all classes of the share capital of the Issuer. In the event of the bankruptcy, winding up or liquidation of the Issuer, the amount that shall be payable with respect to the Perpetual Subordinated Debt Securities of each series shall be determined by calculating the amount, if any, as would have been payable in respect thereof as if, on the day immediately prior to the commencement of any such bankruptcy, winding up or liquidation and thereafter, the Holders of such Perpetual Subordinated Debt Securities were the holders of the Issuer’s preferred or preference shares Preference Shares having a preferential right to a return of assets in any such bankruptcy, winding up or liquidation over the holders of all issued classes of share capital for the time being and any notional class of shares in the Issuer’s capital by reference to which the claims of any Person person in the Issuer’s winding up are to be determined (other than any notional class of shares of equal seniority with such shares), assuming that such preferred or preference shares Preference Shares were entitled (to the exclusion of other rights or privileges) to receive as a return of capital in such bankruptcy, winding up or liquidation an amount equal to the principal amount of the Perpetual Subordinated Debt Securities of such series then Outstanding together with premium, if any, and interest accrued to the date of repayment, if any, and Deferred Interest to the extent provided pursuant to Section 3.01. In the event such amounts and any claims ranking pari passu are not paid in full, the Holders of such Securities and claims will share ratably in any such distribution of the assets of the Issuer in proportion to the respective amounts to which they are entitled.

Subordination of Perpetual Subordinated Debt Securities. The rights and claims of the Holders holders of any series of Perpetual Subordinated Debt Securities are subordinated to Issuer Senior Creditors with respect to such Securities, including claims of any Holders holders of Dated Subordinated Debt Securities or any other subordinated debt securities of the Issuer issuer not expressed to rank equally with or junior to the Perpetual Subordinated Debt Securities. Except The following are “Senior Creditors” with respect to any series of Perpetual Subordinated Debt Securities unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of such Securities: (i) any creditors who are unsubordinated creditors with claims admitted in the event of the winding up of the Issuer; (ii) any creditors having claims in respect of liabilities that are, or are expressed to be subordinated, whether only in the event of a bankruptcywinding up or otherwise, winding upto the claims of unsubordinated creditors of the Issuer but not further or otherwise; (iii) any creditor who is a holder of Securities other than the Perpetual Subordinated Debt Securities except those that rank, liquidation oror are expressed to rank, if the Relevant Regulator has indicated in writing that it has no objection equally with or junior to such payment, any payments series of Perpetual Subordinated Debt Securities. No principal, premium, if any, interest, if any, or and interest and Deferred Interest, if any, or any sinking fund or redemption payments in respect of any of the Perpetual Subordinated Debt Securities which under the terms of any series are conditional upon such Perpetual Subordinated Debt Securities or the provisions of this Subordinated Indenture would otherwise be due for payment by the Issuer when the Solvency Condition being is not satisfied both immediately before (whether or not the Issuer is in bankruptcy, winding up or liquidation) shall be due and immediately after any such paymentpayable (without prejudice to the provisions of Section 5.03 with respect to a Payment Event), and no instead such principal, premium, if any, interest, if any, or and interest and Deferred Interest, if any, shall be or any sinking fund or redemption payments will become due and payable in respect of any series of such debt securities only if and neither the Issuer nor any of its Subsidiaries may redeem or repurchase any of the debt securities of any such series except when and to the extent that the Issuer would meet could make such payment in whole or in part and the Regulatory Capital Requirement and Issuer could still satisfy the Issuer Solvency Condition both immediately before and immediately after any such payment, redemption (whether or repurchase. In not the event of the Issuer is in bankruptcy, winding up or liquidation of the Issuer, the claims of Holders of Perpetual Subordinated Debt Securities will rank at least pari passu with the obligations of the Issuer pursuant to the Legacy Tier 2 Notes for so long as such Legacy Tier 2 Notes are outstanding and all other of the Issuer’s obligations that constitute, or would but for any applicable limitation on the amount of such capital constitute, Subordinated Tier 2 Capital and in priority to the obligations of Issuer pursuant to the Perpetual Subordinated Capital Securities issued by the Issuer, and all obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 1 Capital, and in priority to the claims of holders of all classes of the share capital of the Issuerliquidation) immediately thereafter. In the event of the bankruptcy, winding up or liquidation of the Issuer, the amount that shall be payable with respect to the Perpetual Subordinated Debt Securities of each series shall be determined by calculating the amount, if any, as would have been payable in respect thereof as if, on the day immediately prior to the commencement of any such bankruptcy, winding up or liquidation and thereafter, the Holders of such Perpetual Subordinated Debt Securities were the holders of the Issuer’s preferred or most senior class of preference shares of the Issuer having a preferential right to a return of assets in any such bankruptcy, winding up or liquidation over the holders of all issued classes of share capital (including all classes of preference shares of the Issuer) for the time being and any notional class of shares in the Issuer’s capital by reference to which the claims of any Person in the Issuer’s winding up are to be determined (other than any notional class of shares of equal seniority with such shares)being, assuming that such preferred or preference shares were entitled (to the exclusion of other rights or privileges) to receive as a return of capital in such bankruptcy, winding up or liquidation an amount equal to the principal amount of the Perpetual Subordinated Debt Securities of such series then Outstanding together with premium, if any, and interest accrued to the date of repayment, if any, and Deferred Interest to the extent provided pursuant to Section 3.01. In the event such amounts and any claims ranking pari passu are not paid in full, the Holders holders of such Securities and claims will share ratably in any such distribution of the assets of the Issuer in proportion to the respective amounts to which they are entitled.