Common use of Substitution or Variation Clause in Contracts

Substitution or Variation. Upon the occurrence of a Tax Event or a Regulatory Event, the Company may, subject to ‎Section 2.12 and ‎Section 2.14, but without any requirement for the consent or approval of the Holders of the Additional Tier 1 Securities, at any time (whether before, on or following the First Call Date) either substitute all (but not some only) of the Additional Tier 1 Securities for, or vary the terms of the Additional Tier 1 Securities so that they remain or, as appropriate, become, Compliant Securities, and the Trustee shall (subject to ‎Section 2.12 and ‎Section 2.14) agree to such substitution or variation. Upon the expiry of such notice, the Company shall either vary the terms of or substitute the Additional Tier 1 Securities, as the case may be. Prior to the giving of any notice of substitution or variation, the Company must deliver to the Trustee an officer’s certificate stating that a Regulatory Event or Tax Event, as the case may be, has occurred, setting out the details thereof, and stating that the terms of the relevant Compliant Securities comply with the definition thereof. The Trustee shall be entitled to accept such officer’s certificate without any further inquiry, in which event such officer’s certificate shall be conclusive and binding on the Trustee and the Holders and Beneficial Owners of the Additional Tier 1 Securities.

Substitution or Variation. Upon the occurrence of a Tax Event or a Regulatory Capital Disqualification Event, the Company may, subject to ‎Section 2.12 and ‎Section 2.14the conditions set out in Section 11.13 below, but without any requirement for the consent or approval of the Holders of the Additional Tier 1 Subordinated Debt Securities, at any time (whether before, on or following the First Call Reset Date) either substitute all (but not some only) of the Additional Tier 1 Subordinated Debt Securities for, or vary the terms of the Additional Tier 1 Subordinated Debt Securities so that they remain or, as appropriate, become, Compliant Securities, and the Trustee shall (subject to ‎Section 2.12 and ‎Section 2.14the below) agree to such substitution or variation. Upon the expiry of such notice, the Company shall either vary the terms of or substitute the Additional Tier 1 Subordinated Debt Securities, as the case may be. Prior to the giving of any notice of substitution or variation, the Company must deliver to the Trustee an officerOfficer’s certificate Certificate stating that a Regulatory Capital Disqualification Event or Tax Event, as the case may be, has occurred, setting out the details thereof, and stating that the terms of the relevant Compliant Securities comply with the definition thereof. The Trustee shall be entitled to accept such officerOfficer’s certificate Certificate without any further inquiryinquiry and without liability to any person, in which event such officerOfficer’s certificate Certificate shall be conclusive and binding on the Trustee and the Holders and Beneficial Owners of the Additional Tier 1 Subordinated Debt Securities.

Substitution or Variation. Upon the occurrence of a Tax Event or a Regulatory Capital Disqualification Event, the Company may, subject to ‎Section 2.12 and ‎Section 2.14the conditions set out in Section 11.13 below, but without any requirement for the consent or approval of the Holders of the Additional Tier 1 Subordinated Debt Securities, at any time (whether before, on or following the First Call Reset Date) on not less than 30 calendar days’ nor more than 60 calendar days’ notice to each Holder of Subordinated Debt Securities to be substituted or varied, either substitute all (but not some only) of the Additional Tier 1 Subordinated Debt Securities for, or vary the terms of the Additional Tier 1 Subordinated Debt Securities so that they remain or, as appropriate, become, Compliant Securities, and the Trustee shall (subject to ‎Section 2.12 and ‎Section 2.14the below) agree to such substitution or variation. Upon the expiry of such notice, the Company shall either vary the terms of or substitute the Additional Tier 1 Subordinated Debt Securities, as the case may be. Prior to the giving of any notice of substitution or variation, the Company must deliver to the Trustee an officerOfficer’s certificate Certificate stating that a Regulatory Capital Disqualification Event or Tax Event, as the case may be, has occurred, setting out the details thereof, and stating that the terms of the relevant Compliant Securities comply with the definition thereof. The Trustee shall be entitled to accept such officerOfficer’s certificate Certificate without any further inquiryinquiry and without liability to any person, in which event such officerOfficer’s certificate Certificate shall be conclusive and binding on the Trustee and the Holders and Beneficial Owners of the Additional Tier 1 Subordinated Debt Securities.

Substitution or Variation. Upon the occurrence of a Tax Event or a Regulatory Event, the Company may, subject to ‎Section 2.12 and ‎Section 2.14, but without any requirement for the consent or approval of the Holders of the Additional Tier 1 Securities, at any time (whether before, on or following the First Call Reset Date) either substitute all (but not some only) of the Additional Tier 1 Securities for, or vary the terms of the Additional Tier 1 Securities so that they remain or, as appropriate, become, Compliant Securities, and the Trustee shall (subject to ‎Section 2.12 and ‎Section 2.14) agree to such substitution or variation. Upon the expiry of such notice, the Company shall either vary the terms of or substitute the Additional Tier 1 Securities, as the case may be. Prior to the giving of any notice of substitution or variation, the Company must deliver to the Trustee an officer’s certificate stating that a Regulatory Event or Tax Event, as the case may be, has occurred, setting out the details thereof, and stating that the terms of the relevant Compliant Securities comply with the definition thereof. The Trustee shall be entitled to accept such officer’s certificate without any further inquiry, in which event such officer’s certificate shall be conclusive and binding on the Trustee and the Holders and Beneficial Owners of the Additional Tier 1 Securities.