Common use of Substitution or Variation Clause in Contracts

Substitution or Variation. (a) If a Special Event has occurred and is continuing, then the Issuer may (without any requirement for the consent or approval of the Holders), subject to it having satisfied the Trustee immediately prior to the giving of any notice referred to herein that the provisions of this Clause 6.2 have been complied with, and having given not less than 10 nor more than 60 days’ notice to the Holders, the Trustee and the Principal Paying Agent, at any time either (i) substitute all, but not some only, of the Securities for, or (ii) vary the terms of the Securities with the effect that they remain or become (as the case may be), Qualifying Securities, and the Trustee shall (subject to the following provisions of this Clause 6.2 and subject to the receipt by it of the certificate referred to herein under Clause 5.3) agree to such substitution or variation. (b) Upon expiry of such notice period, the Issuer shall either vary the terms of or, as the case may be, substitute the Securities in accordance with this Clause 6.2. (c) The Trustee shall not be obliged to participate in, or assist with, any such substitution or variation if the terms of the proposed Qualifying Securities or the participation in or assistance with such substitution or variation would impose, in the Trustee’s opinion, more onerous obligations upon the Trustee. If the Trustee does not participate or assist as provided above, the Issuer may redeem the Securities as provided in Condition 5 and the Trustee shall not be liable to any person by reason of its non-participation or non- assistance. (d) In connection with any substitution or variation in accordance with this Clause 6.2, the Issuer shall comply with the rules of any stock exchange on which the Securities are for the time being listed or admitted to trading. (e) Any such substitution or variation in accordance with the foregoing provisions shall not be permitted if any such substitution or variation would (i) directly give rise to a further Special Event or (ii) result in the same Special Event continuing to subsist with respect to the Securities or the Qualifying Securities.

Substitution or Variation. (a) If At any time that a Special Tax Event or a Regulatory Event has occurred and is continuing, then the Issuer may may, as an alternative to redemption of the Notes (without any requirement for the consent or approval of the Holders), subject to it having satisfied the Trustee immediately prior to the giving of any notice referred to herein that the provisions of this Clause 6.2 have been complied with, and having given on at least 10 days’ but not less than 10 nor more than 60 days’ notice to the Holderswritten notice, the Trustee and the Principal Paying Agent, at any time either either: (i) substitute all, but not some onlyless than all, of the Securities for, Notes for Qualifying Tier 2 Notes (as defined in the Indenture); or (ii) vary the terms any term or condition of the Securities Notes with the effect that they remain or become (become, as the case may be), Qualifying SecuritiesTier 2 Notes; provided that, and the Trustee shall (subject in each case, to the following provisions of this Clause 6.2 and subject to the receipt extent required by it applicable law, prior approval of the certificate referred to herein under Clause 5.3) agree to SFC or any other then applicable Colombian Governmental Authority has been obtained by the Issuer. Upon the date provided for in such substitution or variation. (b) Upon expiry of such notice periodnotice, the Issuer shall either vary the terms of or, as the case may be, substitute the Securities Notes in accordance with this Clause 6.2. (c) The Trustee shall not be obliged the provisions of the Indenture. Prior to participate in, or assist with, any such substitution or variation if of the Notes, the Issuer will deliver to the Trustee the documents required under the Indenture, including but not limited to an Officers’ Certificate, to the effect that: (i) the relevant requirement or circumstance giving rise to the right to substitute or vary the Notes has been satisfied; (ii) the Issuer has determined that the terms of the proposed Qualifying Securities Tier 2 Notes are not materially less favorable to Holders than the terms of the Notes and that determination was reasonably reached by the Issuer in consultation with an independent investment bank, independent financial adviser or legal counsel, in each case of international standing; (iii) the participation criteria specified in or assistance with such the definition of Qualifying Tier 2 Notes will be satisfied upon issuance thereof; and (iv) the relevant substitution or variation would impose, in (as the Trustee’s opinion, more onerous obligations upon the Trustee. If the Trustee does case may be) will not participate or assist as provided above, the Issuer may redeem the Securities as provided in Condition 5 and the Trustee shall not be liable to any person by reason of its non-participation or non- assistance. (d) In connection with any substitution or variation in accordance with this Clause 6.2, the Issuer shall comply with the rules of any stock exchange on which the Securities are for the time being listed or admitted to trading. (e) Any such substitution or variation in accordance with the foregoing provisions shall not be permitted if any such substitution or variation would (i) directly give rise to a further Special Event or (ii) result in the same Special occurrence of a Tax Event continuing to subsist with respect to the Securities or the Qualifying Securitiesa Regulatory Event.

Substitution or Variation. (a) If at any time the Company determines that a Special Rating Methodology Event, a Tax Deductibility Event, a Withholding Tax Event or an Accounting Event has occurred and is continuingcontinuing (a “Substitution or Variation Event”), then the Issuer may (without any requirement for the consent or approval Company may, as an alternative to redemption of the Holders)Notes as described in this Article III, subject to it having satisfied the Trustee immediately prior Section 3.11(c) and subject to the giving of any notice referred to herein that the provisions of this Clause 6.2 have been complied with, and having given not less than 10 nor ten (10) and not more than 60 sixty (60) calendar days’ irrevocable notice of redemption to the Holders, the Trustee and the Principal Paying AgentHolders in accordance with Section 9.01, at any time either (i) substitute all, but not some onlyless than all, of the Securities forNotes for Qualifying Equivalent Securities, or (ii) vary the terms any term or condition of the Securities Notes with the effect that they remain or become (as the case may be), ) Qualifying Equivalent Securities, and the Trustee Holders shall (subject to the following provisions of this Clause 6.2 and subject to the receipt be bound by it of the certificate referred to herein under Clause 5.3) agree to such substitution or variation. (b) Upon expiry of the date provided for in such notice periodnotice, the Issuer Company shall either vary the terms of or, as the case may be, substitute the Securities Notes in accordance with this Clause 6.2Section 3.11. (c) The Trustee shall not be obliged Prior to participate in, or assist with, any such substitution or variation if of the Notes in accordance with the provisions set forth above, the Company will deliver to the Trustee an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee to the effect that: (1) the relevant requirement or circumstance giving rise to the right to substitute or vary the Notes has been satisfied; (2) the Company has determined that the terms of the proposed Qualifying Equivalent Securities are not materially less favorable to Holders than the terms of the Notes and that determination was reasonably reached by the Company in consultation with an independent investment bank, independent financial adviser or legal counsel of recognized standing; (3) the participation criteria specified in or assistance with such paragraphs (a) to (g) of the definition of Qualifying Equivalent Securities will be satisfied upon issuance thereof; and (4) the relevant substitution or variation would impose, in (as the Trustee’s opinion, more onerous obligations upon the Trustee. If the Trustee does case may be) will not participate or assist as provided above, the Issuer may redeem the Securities as provided in Condition 5 and the Trustee shall not be liable to any person by reason of its non-participation or non- assistance. (d) In connection with any substitution or variation in accordance with this Clause 6.2, the Issuer shall comply with the rules of any stock exchange on which the Securities are for the time being listed or admitted to trading. (e) Any such substitution or variation in accordance with the foregoing provisions shall not be permitted if any such substitution or variation would (i) directly give rise to a further Special Event or (ii) result in the same Special occurrence of a Rating Methodology Event, a Tax Deductibility Event, a Withholding Tax Event continuing to subsist with respect to the Securities or the Qualifying Securitiesan Accounting Event.

Substitution or Variation. (a) If a Special Regulatory Event or a Tax Event has occurred and is continuing, then the Issuer may (without any requirement for the consent or approval of the Holders)Society may, in its sole discretion but subject to it having satisfied the Trustee immediately prior to the giving of any notice referred to herein that the provisions of this Clause 6.2 have been complied withCondition 7.6, and having given not less than 10 nor more than 60 days’ ' notice to Securityholders in accordance with Condition 17 (which notice shall specify the Holdersdate for substitution or variation, as the Trustee case may be, of the Perpetual Capital Securities and shall, subject to Condition 7.6 and as set out in this Condition 7.5, be irrevocable) and the Principal Paying Agent, at its option and without any requirement for the consent or approval of the Securityholders, at any time either substitute all (i) substitute all, but not some only, ) of the Perpetual Capital Securities for, or (ii) vary the terms of the Perpetual Capital Securities with the effect so that they remain or, as appropriate, become, Compliant Securities. Upon the expiry of such notice, the Society shall, subject to Condition 7.6, either vary the terms of or become (substitute the Perpetual Capital Securities, as the case may be), Qualifying Securitiesin accordance with this Condition 7.5, and provided that if, for any reason, the Trustee shall (subject Society is unable to the following provisions of this Clause 6.2 and subject to the receipt by it of the certificate referred to herein under Clause 5.3) agree to effect such substitution or variation. , it may elect instead to repay the Perpetual Capital Securities pursuant to, and as provided in, Condition 7.3 or 7.4 (b) Upon expiry as appropriate). The Principal Paying Agent has, in the Agency Agreement, undertaken to use its reasonable endeavours to assist the Society in the substitution or variation of such the Perpetual Capital Securities pursuant to this Condition 7.5, subject to certain protections for the Principal Paying Agent. Prior to the publication of any notice periodof substitution or variation pursuant to this Condition 7.5, the Issuer Society shall either vary deliver to the terms Principal Paying Agent a certificate signed by two appropriately authorised signatories of the Society stating that the conditions precedent for substituting or, as the case may be, substitute the Securities in accordance with this Clause 6.2. (c) The Trustee shall not be obliged to participate in, or assist with, any such substitution or variation if varying the terms of the proposed Qualifying Perpetual Capital Securities pursuant to this Condition 7.5 have been met and that the terms of the relevant Compliant Securities comply with the definition thereof in Condition 20. By its acquisition of any Perpetual Capital Security (or any interest therein) each Securityholder accepts and acknowledges that such certificate shall (in the participation in or assistance with absence of manifest error) be sufficient evidence of the satisfaction of such conditions precedent and will be conclusive and binding on the Society, the Principal Paying Agent, the Securityholders and any other interested persons. In respect of any notice of substitution or variation would imposepursuant to this Condition 7.5 given on the basis that a Tax Event has occurred and is continuing, the Society shall make available to the Principal Paying Agent, for inspection by Securityholders at its specified office, at the same time as giving such notice, a copy of an opinion of an independent nationally recognised law firm or other tax adviser in the Trustee’s opinion, Relevant Tax Jurisdiction experienced in such matters to the effect that the circumstances set out in one or more onerous obligations upon of limbs (i) to (vi) of the Trusteedefinition of Tax Event have occurred and are continuing (but such opinion need not comment on whether the consequences of such event can be avoided by the Society taking reasonable measures available to it). If the Trustee does not participate or assist as provided above, the Issuer may redeem the Securities as provided in Condition 5 and the Trustee shall not be liable to any person by reason of its non-participation or non- assistance. (d) In connection with any substitution or variation in accordance with this Clause 6.2Condition 7.5, the Issuer Society shall comply with the rules of any stock exchange on which the Perpetual Capital Securities are are, with the consent or approval of the Society, for the time being listed or admitted to trading. (e) Any such substitution or variation in accordance with the foregoing provisions shall not be permitted if any such substitution or variation would (i) directly give rise to a further Special Event or (ii) result in the same Special Event continuing to subsist with respect to the Securities or the Qualifying Securities.

Substitution or Variation. (a) If a Special Event has occurred and is continuing, then the Issuer may (without any requirement for the consent or approval of the Holders), subject to it having satisfied the Trustee immediately prior to the giving of any notice referred to herein that the provisions of this Clause 6.2 Condition 11(c) have been complied with, and having given not less than 10 nor more than 60 days’ ' notice to the Holders, the Trustee and the Principal Paying AgentAgent in writing, at any time either (i) substitute all, but not some only, of the Securities for, or (ii) vary the terms of the Securities with the effect that they remain or become (as the case may be), Qualifying Securities, and the Trustee shall (subject to the following provisions of this Clause 6.2 Condition 11(c) and subject to the receipt by it of the certificate of the directors of the Issuer referred to herein under Clause 5.3herein) agree to such substitution or variation. (b) . Upon expiry of such notice period, the Issuer shall either vary the terms of or, as the case may be, substitute the Securities in accordance with this Clause 6.2. (c) Condition 11(c). The Trustee shall not be obliged to participate in, or assist with, any such substitution or variation if the terms of the proposed Qualifying Securities or the participation in or assistance with such substitution or variation would impose, in the Trustee’s 's opinion, more onerous obligations upon the Trustee. If the Trustee does not participate or assist as provided above, the Issuer may redeem the Securities as provided in Condition 5 and the Trustee shall not be liable to any person by reason of its non-participation or non- non-assistance. (d) . In connection with any substitution or variation in accordance with this Clause 6.2Condition 11(c), the Issuer shall comply with the rules of any stock exchange on which the Securities are for the time being listed or admitted to trading. (e) . Any such substitution or variation in accordance with the foregoing provisions shall not be permitted if any such substitution or variation would (i) directly give rise to a further Special Event or (ii) result in the same Special Event continuing to subsist with respect to the Securities or the Qualifying Securities.