Common use of Conditions to Redemption Clause in Contracts

Conditions to Redemption. variation, substitution and purchase‌ (a) This Condition 6.7 is applicable to the Notes only if Relevant Regulator Consent is specified as applicable in the Final Terms. (b) Except as otherwise indicated to the Issuer by the Relevant Regulator, the Issuer may not redeem, vary, substitute or purchase any Notes unless the Issuer has given prior notice to the Relevant Regulator and the Relevant Regulator has given its prior approval or consented in the form of a waiver or otherwise to such redemption, variation, substitution or purchase, in each case in accordance with, and to the extent required under, the Capital Regulations applicable in relation to Tier 1 Capital or Tier 2 Capital (as applicable). (c) Neither the Issuer, (where the Issuer is PFA) the Guarantor nor any Subsidiary of the Issuer or (where the Issuer is PFA) any Subsidiary of the Guarantor may redeem or purchase any Notes unless on and immediately after the relevant Redemption Date or date on which the Notes are to be purchased: (i) if Regulatory Capital Requirement (Principal) or Regulatory Capital Requirement (All Amounts) is specified as applicable in the Final Terms, the Issuer is in compliance with the Regulatory Capital Requirement; and (ii) if Solvency Condition is specified as applicable in the Final Terms, the Issuer satisfies the Issuer Solvency Condition or (where the Issuer is PFA) the Guarantor satisfies the Guarantor Solvency Condition, as the case may be, or, in each case, as otherwise permitted by the Relevant Regulator. (d) Notwithstanding any other provision of these Conditions and except as otherwise indicated to the Issuer by the Relevant Regulator, where the Final Terms specify Regulatory Capital Qualification as applicable, if and to the extent required by the Capital Regulations applicable in relation to Tier 1 Capital or Tier 2 Capital (as applicable), the Issuer may not redeem the Notes prior to the fifth anniversary of the Issue Date of the Notes, unless the Issuer replaces the Notes with a new issuance of instruments of (in the case of Deeply Subordinated Notes) similar or better quality or (in the case of Subordinated Notes) the same or higher quality, in each case, in accordance with the provisions of the Capital Regulations. (e) Any redemption, variation, substitution or purchase of Notes by the Issuer shall be made subject to such further conditions (if any) as the Relevant Regulator may impose in accordance with the Group Capital Rules at the relevant time and, for the avoidance of doubt, no such conditions may be imposed on any redemption of Notes on the Maturity Date. (f) The Trustee shall be entitled to rely on a certificate signed by two Directors of the Issuer or (where the Issuer is PFA) two Directors of the Guarantor (as applicable) as to whether or not the conditions to redemption, substitution, variation or purchase are met and, if the Trustee does so rely, such certificate shall, in the absence of manifest error, be conclusive and binding on the Holders.

Conditions to Redemption. variation, substitution and purchase‌purchase (a) This Condition 6.7 5.6 is applicable to the Notes only if Relevant Regulator Consent is specified as applicable in the Final Terms. (b) Except as otherwise indicated to the Issuer by the Relevant Regulator, the Issuer may not redeem, vary, substitute or purchase any Notes unless the Issuer has given prior notice to the Relevant Regulator and the Relevant Regulator has given its prior approval or consented in the form of a waiver or otherwise to such redemption, variation, substitution or purchase, in each case in accordance with, and to the extent required under, the Capital Regulations applicable in relation to Tier 1 Capital or Tier 2 Capital (as applicable)Capital. (c) Neither the Issuer, (where the Issuer is PFA) the Guarantor nor any Subsidiary of the Issuer or (where the Issuer is PFA) any Subsidiary of the Guarantor may redeem or purchase any Notes unless on and immediately after the relevant Redemption Date or date on which the Notes are to be purchased: (i) if Regulatory Capital Requirement (Principal) or Regulatory Capital Requirement (All Amounts) is specified as applicable in the Final Terms, the Issuer is in compliance with the Regulatory Capital Requirement; and (ii) if Solvency Condition is specified as applicable in the Final Terms, the Issuer satisfies the Issuer Solvency Condition or (where the Issuer is PFA) the Guarantor satisfies the Guarantor Solvency Condition, as the case may be, or, in each case, as otherwise permitted by the Relevant Regulator. (d) Notwithstanding The Relevant Regulator may impose further conditions on any other provision of these Conditions and except as otherwise indicated to the Issuer by the Relevant Regulator, where the Final Terms specify Regulatory Capital Qualification as applicable, if and to the extent required by the Capital Regulations applicable in relation to Tier 1 Capital or Tier 2 Capital (as applicable), the Issuer may not redeem the Notes prior to the fifth anniversary of the Issue Date of the Notes, unless the Issuer replaces the Notes with a new issuance of instruments of (in the case of Deeply Subordinated Notes) similar or better quality or (in the case of Subordinated Notes) the same or higher quality, in each case, in accordance with the provisions of the Capital Regulations. (e) Any redemption, variation, substitution or purchase of Notes by the Issuer shall be made subject to such further conditions (if any) as the Relevant Regulator may impose in accordance with the Group Capital Rules at the relevant time and, for the avoidance of doubt, no such conditions may be imposed on any redemption of Notes on the Maturity Datetime. (fe) The Trustee shall be entitled to rely on a certificate signed by two Directors of the Issuer or (where the Issuer is PFA) two Directors of the Guarantor (as applicable) as to whether or not the conditions to redemption, substitution, variation or purchase are met and, if the Trustee does so rely, such certificate shall, in the absence of manifest error, be conclusive and binding on the Holders.