Common use of Substitution and Modification Clause in Contracts

Substitution and Modification. Notwithstanding any other provision in this Preferred Security or the Indenture (including Article 10 of the Contingent Convertible Preferred Securities Indenture (as amended by the Third Supplemental Indenture)), by its acquisition of the Preferred Securities, each Holder and beneficial owner acknowledges, accepts, consents to and agrees that if a Capital Event or a Tax Event, as applicable, occurs and is continuing, the Company may, except if a Trigger Event occurs or shall have occurred, and except if a Capital Reduction occurs or shall have occurred (other than in respect of Preferred Securities with respect to which a duly completed Election Notice has been received during the Election Period), substitute all (but not less than all) of the Preferred Securities or modify the terms of all (but not less than all) of the Preferred Securities, without any requirement for the consent or approval of the Trustee or the Holders or beneficial owners of the Preferred Securities, so that such Preferred Securities are substituted for, or their terms are modified to, become again, or remain Qualifying Preferred Securities, subject to: (i) having given not less than 5 nor more than 30 days’ notice to the Holders in accordance with Section 1.06 of the Contingent Convertible Preferred Securities Indenture and to the Trustee (which notice shall be irrevocable and shall specify the date for substitution or, as applicable, modification), (ii) the prior consent of the Regulator, if required pursuant to Applicable Banking Regulations, and (iii) any variation in the terms of the Preferred Securities resulting from such modification or, if the Preferred Securities are substituted, any difference between the terms of the Preferred Securities and those of the Qualifying Preferred Securities for which the Preferred Securities are substituted, not being materially prejudicial to the interests of the Holders of the Preferred Securities. For the purposes of this section “Substitution and Modification”, the notice to be delivered by the Company shall specify the relevant details of the manner in which the relevant substitution or modification shall take effect and where the Holders of Preferred Securities can inspect or obtain copies of the new terms and conditions of the Preferred Securities or, if the Preferred Securities are substituted, of the Qualifying Preferred Securities for which the Preferred Securities are substituted. Such substitution or modification will be effected without any cost or charge to such Holders. By its acquisition of any Preferred Security, each Holder and beneficial owner acknowledges, accepts, consents to and agrees to be bound by any substitution of or modification to the Preferred Securities and to grant to the Company and the Trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such Holder or beneficial owner, as the case may be, which is necessary or convenient to complete the substitution or modification of the terms of the Preferred Securities, as applicable, pursuant to this section “Substitution and Modification”.

Substitution and Modification. (a) Notwithstanding any other provision in this Preferred Security or the Indenture (including Article 10 of the Contingent Convertible Preferred Securities Indenture (as amended by the Third Supplemental Indenture)including Article 10 hereof), by its acquisition of the Contingent Convertible Preferred SecuritiesSecurities of any series, each Holder and beneficial owner acknowledges, accepts, consents to and agrees that if a Capital Event or a Tax Event, as applicable, occurs and is continuing, the Company may, except if a Trigger Event occurs or shall have occurred, and except if a Capital Reduction occurs or shall have occurred (other than in respect of Contingent Convertible Preferred Securities with respect to which a duly completed Election Notice has been received during the Election Period), substitute all (but not less than all) of the Contingent Convertible Preferred Securities of any series or modify the terms of all (but not less than all) of the Contingent Convertible Preferred SecuritiesSecurities of such series, without any requirement for the consent or approval of the Trustee or the Holders or beneficial owners of the Contingent Convertible Preferred SecuritiesSecurities of such series, so that such Contingent Convertible Preferred Securities are substituted for, or their terms are modified to, become again, or remain Qualifying Preferred Securities, subject to: (i) having given not less than 5 nor more than 30 days’ notice to the Holders of such series in accordance with Section 1.06 of the Contingent Convertible Preferred Securities Indenture and to the Trustee (which notice shall be irrevocable and shall specify the date for substitution or, as applicable, modification), (ii) the prior consent of the Regulator, if required pursuant to Applicable Banking Regulations, and (iii) any variation in the terms of the Contingent Convertible Preferred Securities resulting from such modification or, if the Contingent Convertible Preferred Securities are substituted, any difference between the terms of the such Contingent Convertible Preferred Securities and those of the Qualifying Preferred Securities for which the such Contingent Convertible Preferred Securities are substituted, not being materially prejudicial to the interests of the Holders of the such Contingent Convertible Preferred Securities. For the purposes of this section “Substitution the immediately preceding paragraph, in the case of a modification of the terms and Modification”conditions of the Contingent Convertible Preferred Securities of a series, any variation in the ranking of the relevant Contingent Convertible Preferred Securities as set out in Section 13.01 resulting from any such modification or, in the case of a substitution of the Contingent Convertible Preferred Securities, any difference between the ranking of such Contingent Convertible Preferred Securities as set out in Section 13.01 and that of the Qualifying Preferred Securities for which such Contingent Convertible Preferred Securities are substituted, shall be deemed not to be prejudicial to the interests of the Holders of such Contingent Convertible Preferred Securities where the ranking of the Contingent Convertible Preferred Securities or, if the Contingent Convertible Preferred Securities are substituted, of the Qualifying Preferred Securities for which such Contingent Convertible Preferred Securities are substituted, following such substitution or modification, as the case may be, is at least the same ranking as was applicable to such Contingent Convertible Preferred Securities under Section 13.01 on the issue date of such Contingent Convertible Preferred Securities. (b) For the purposes of Section 3.20(a), the notice to be delivered by the Company shall specify the relevant details of the manner in which the relevant substitution or modification shall take effect and where the Holders of such series of Contingent Convertible Preferred Securities can inspect or obtain copies of the new terms and conditions of the Contingent Convertible Preferred Securities of such series or, if the such Contingent Convertible Preferred Securities are substituted, of the Qualifying Preferred Securities for which the such Contingent Convertible Preferred Securities are substituted. Such substitution or modification will be effected without any cost or charge to such Holders. If the Contingent Convertible Preferred Securities of a series are substituted in accordance with this Section 3.20, Distributions on the Contingent Convertible Preferred Securities of such series shall cease to accrue from (and including) the date of substitution thereof. (c) By its acquisition of any Contingent Convertible Preferred SecuritySecurity of any series, each Holder and beneficial owner acknowledges, accepts, consents to and agrees to be bound by any substitution of or modification to the Contingent Convertible Preferred Securities of such series as set forth in this Section 3.20 and to grant to the Company and the Trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such Holder or beneficial owner, as the case may be, which is necessary or convenient to complete the substitution or modification of the terms of the Contingent Convertible Preferred SecuritiesSecurities of such series, as applicable, pursuant to this section “Substitution Section 3.20. Each Holder and Modificationbeneficial owner of the Contingent Convertible Preferred Securities of any series, by virtue of its acquisition of the Contingent Convertible Preferred Securities of any series or any beneficial interest therein, to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee and/or the Company for, agrees not to initiate a suit against the Trustee or the Company in respect of, and agrees that neither the Trustee nor the Company shall be liable for, any action that the Trustee or the Company takes, or abstains from taking, in either case in connection with the substitution or modification of the terms of the Contingent Convertible Preferred Securities upon the occurrence of a Capital Event or a Tax Event.”. (r) Section 4.01(c) of the Contingent Convertible Preferred Securities Indenture shall be deleted with respect to the Preferred Securities only and shall not apply to the Preferred Securities and shall, with respect to the Preferred Securities only, be replaced by the following provision:

Substitution and Modification. Notwithstanding any other provision in this Preferred Security or the Indenture (including Article 10 of the Contingent Convertible Preferred Securities Indenture (as amended by the Third Second Supplemental Indenture)), by its acquisition of the Preferred Securities, each Holder and beneficial owner acknowledges, accepts, consents to and agrees that if a Capital Event or a Tax Event, as applicable, occurs and is continuing, the Company may, except if a Trigger Event occurs or shall have occurred, and except if a Capital Reduction occurs or shall have occurred (other than in respect of Preferred Securities with respect to which a duly completed Election Notice has been received during the Election Period), substitute all (but not less than all) of the Preferred Securities or modify the terms of all (but not less than all) of the Preferred Securities, without any requirement for the consent or approval of the Trustee or the Holders or beneficial owners of the Preferred Securities, so that such Contingent Convertible Preferred Securities are substituted for, or their terms are modified to, become again, or remain Qualifying Preferred Securities, subject to: (i) having given not less than 5 30 nor more than 30 90 days’ notice to the Holders in accordance with Section 1.06 of the Contingent Convertible Preferred Securities Indenture and to the Trustee (which notice shall be irrevocable and shall specify the date for substitution or, as applicable, modification), (ii) the prior consent of the Regulator, if required pursuant to Applicable Banking Regulations, and (iii) any variation in the terms of the Preferred Securities resulting from such modification or, if the Preferred Securities are substituted, any difference between the terms of the Preferred Securities and those of the Qualifying Preferred Securities for which the Preferred Securities are substituted, not being materially prejudicial to the interests of the Holders of the Preferred Securities. For the purposes of this section “Substitution and Modification”, the notice to be delivered by the Company shall specify the relevant details of the manner in which the relevant substitution or modification shall take effect and where the Holders of Preferred Securities can inspect or obtain copies of the new terms and conditions of the Preferred Securities or, if the Preferred Securities are substituted, of the Qualifying Preferred Securities for which the Preferred Securities are substituted. Such substitution or modification will be effected without any cost or charge to such Holders. By its acquisition of any Preferred Security, each Holder and beneficial owner acknowledges, accepts, consents to and agrees to be bound by any substitution of or modification to the Preferred Securities and to grant to the Company and the Trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such Holder or beneficial owner, as the case may be, which is necessary or convenient to complete the substitution or modification of the terms of the Preferred Securities, as applicable, pursuant to this section “Substitution and Modification”.

Substitution and Modification. (a) Notwithstanding any other provision in this Preferred Security or the Indenture (including Article 10 of the Contingent Convertible Preferred Securities Indenture (as amended by the Third Supplemental Indenture)including Article 10 hereof), by its acquisition of the Contingent Convertible Preferred SecuritiesSecurities of any series, each Holder and beneficial owner acknowledges, accepts, consents to and agrees that if a Capital Event or a Tax Event, as applicable, occurs and is continuing, the Company may, except if a Trigger Event occurs or shall have occurred, and except if a Capital Reduction occurs or shall have occurred (other than in respect of Contingent Convertible Preferred Securities with respect to which a duly completed Election Notice has been received during the Election Period), substitute all (but not less than all) of the Contingent Convertible Preferred Securities of any series or modify the terms of all (but not less than all) of the Contingent Convertible Preferred SecuritiesSecurities of such series, without any requirement for the consent or approval of the Trustee or the Holders or beneficial owners of the Contingent Convertible Preferred SecuritiesSecurities of such series, so that such Contingent Convertible Preferred Securities are substituted for, or their terms are modified to, become again, or remain Qualifying Preferred Securities, subject to: (i) having given not less than 5 30 nor more than 30 90 days’ notice to the Holders of such series in accordance with Section 1.06 of the Contingent Convertible Preferred Securities Indenture and to the Trustee (which notice shall be irrevocable and shall specify the date for substitution or, as applicable, modification), (ii) the prior consent of the Regulator, if required pursuant to Applicable Banking Regulations, and (iii) any variation in the terms of the Contingent Convertible Preferred Securities resulting from such modification or, if the Contingent Convertible Preferred Securities are substituted, any difference between the terms of the such Contingent Convertible Preferred Securities and those of the Qualifying Preferred Securities for which the such Contingent Convertible Preferred Securities are substituted, not being materially prejudicial to the interests of the Holders of the such Contingent Convertible Preferred Securities. For the purposes of this section “Substitution the immediately preceding paragraph, in the case of a modification of the terms and Modification”conditions of the Contingent Convertible Preferred Securities of a series, any variation in the ranking of the relevant Contingent Convertible Preferred Securities as set out in Section 13.01 resulting from any such modification or, in the case of a substitution of the Contingent Convertible Preferred Securities, any difference between the ranking of such Contingent Convertible Preferred Securities as set out in Section 13.01 and that of the Qualifying Preferred Securities for which such Contingent Convertible Preferred Securities are substituted, shall be deemed not to be prejudicial to the interests of the Holders of such Contingent Convertible Preferred Securities where the ranking of the Contingent Convertible Preferred Securities or, if the Contingent Convertible Preferred Securities are substituted, of the Qualifying Preferred Securities for which such Contingent Convertible Preferred Securities are substituted, following such substitution or modification, as the case may be, is at least the same ranking as was applicable to such Contingent Convertible Preferred Securities under Section 13.01 on the issue date of such Contingent Convertible Preferred Securities. (b) For the purposes of Section 3.20(a), the notice to be delivered by the Company shall specify the relevant details of the manner in which the relevant substitution or modification shall take effect and where the Holders of such series of Contingent Convertible Preferred Securities can inspect or obtain copies of the new terms and conditions of the Contingent Convertible Preferred Securities of such series or, if the such Contingent Convertible Preferred Securities are substituted, of the Qualifying Preferred Securities for which the such Contingent Convertible Preferred Securities are substituted. Such substitution or modification will be effected without any cost or charge to such Holders. If the Contingent Convertible Preferred Securities of a series are substituted in accordance with this Section 3.20, Distributions on the Contingent Convertible Preferred Securities of such series shall cease to accrue from (and including) the date of substitution thereof. (c) By its acquisition of any Contingent Convertible Preferred SecuritySecurity of any series, each Holder and beneficial owner acknowledges, accepts, consents to and agrees to be bound by any substitution of or modification to the Contingent Convertible Preferred Securities of such series as set forth in this Section 3.20 and to grant to the Company and the Trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such Holder or beneficial owner, as the case may be, which is necessary or convenient to complete the substitution or modification of the terms of the Contingent Convertible Preferred SecuritiesSecurities of such series, as applicable, pursuant to this section “Substitution Section 3.20. Each Holder and Modificationbeneficial owner of the Contingent Convertible Preferred Securities of any series, by virtue of its acquisition of the Contingent Convertible Preferred Securities of any series or any beneficial interest therein, to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee and/or the Company for, agrees not to initiate a suit against the Trustee or the Company in respect of, and agrees that neither the Trustee nor the Company shall be liable for, any action that the Trustee or the Company takes, or abstains from taking, in either case in connection with the substitution or modification of the terms of the Contingent Convertible Preferred Securities upon the occurrence of a Capital Event or a Tax Event.”. (k) Section 4.01(c) of the Contingent Convertible Preferred Securities Indenture shall be deleted with respect to the Preferred Securities only and shall not apply to the Preferred Securities and shall, with respect to the Preferred Securities only, be replaced by the following provision: