Common use of Redemption and Purchase Clause in Contracts

Redemption and Purchase. Change of Control Put Option) for the deposit of Change of Control Put Option Notices forms of Change of Control Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Change of Control Put Option Notice and, in the case of a Change of Control Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with 9(f) (Redemption and Purchase – Change of Control Put Option), such Paying Agent shall notify the relevant Issuer and (in the case of a Paying Agent other than the Principal Paying Agent) the Principal Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Change of Control Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Change of Control Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Change of Control), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Change of Control Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Change of Control), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Change of Control Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Change of Control Put Option Notice in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Change of Control) in accordance with the Conditions, Clause 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Redemption and Purchase. Change of Control Put Option) for the deposit of Change of Control Put Option Notices forms of Change of Control Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Change of Control Put Option Notice and, Subject to any restriction contained in the case terms of a Change any particular series of Control Put Option Notice relating to Definitive Notes the Class B Voting Preferred Stock, all or Individual Note Certificates, any part of any series of the Class B Voting Preferred Stock at any time outstanding may be called for redemption at any time at the applicable redemption price provided for in such Definitive Notes series and Individual Note Certificates in the manner herein below provided. All or any part of any series of the Class B Voting Preferred Stock may be called for redemption in accordance with 9(fthe terms of such series without calling any part or all of any other series of the Class B Voting Preferred Stock. If less than all of any such series of the Class B Voting Preferred Stock is so called, the shares of such series of the Class B Voting Preferred Stock to be called shall be selected by lot or pro rata or by any other means the Board of Directors deems equitable, all as determined by the Board of Directors. Except for a mandatory redemption provided for in any series of the Class B Voting Preferred Stock, (i) (Redemption no call for redemption of less than all of the Class B Voting Preferred Stock outstanding shall be made without paying or setting aside for payment an amount equal to the cumulative dividends accrued and Purchase – Change unpaid to the last preceding dividend date on all of Control Put Option), such Paying Agent shall notify the relevant Issuer Class B Voting Preferred Stock then outstanding and not called and (in the case ii) no redemption of a Paying Agent other less than the Principal Paying Agent) the Principal Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount all of the Notes Class B Voting Preferred Stock outstanding shall be made without paying or setting aside for payment an amount equal to the cumulative dividends accrued and unpaid to the dividend date that coincides with or last precedes such redemption date on all the Class B Voting Preferred Stock then outstanding and not called. Except as otherwise provided in respect any series of the Class B Voting Preferred Stock, notice of each such call, specifying the shares called for redemption, the redemption date and the place where the redemption price of the stock so called is payable, and, if any series of such stock is convertible, the date upon which the Change conversion rights of Control Put Option is exercised. Any the shares of such Paying Agent with which a Definitive Note series being redeemed will expire, shall be mailed by or Individual Note Certificate is deposited shall deliver a duly completed Change of Control Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall notCompany not less than 30 days before the redemption date or the date upon which conversion rights of such shares will expire when called for redemption, save whichever is earlier, to each holder of stock so called at such holder's address as provided below or in it appears upon the Conditions, release it) until the Optional Redemption Date (Change of Control), when it shall present such Definitive Note or Individual Note Certificate to itself for payment books of the Company. If notice of such call shall have been duly given as aforesaid and if, on or before the redemption moneys therefor date designated in such notice, the funds necessary for the redemption shall have been set aside so as to be and interest (if any) accrued continue to such date in accordance with the Conditions and Clause 7 (Payments to Noteholders) and pay such amounts in accordance with the directions be available therefor, then notwithstanding that any certificate of the Noteholder contained in Class B Voting Preferred Stock so called for redemption shall not have been surrendered for cancellation, the Change dividends thereon shall cease to accrue from and after the date of Control Put Option Notice; providedredemption so designated, and all rights with respect to the shares of the Class B Voting Preferred Stock so called for redemption shall forthwith after such redemption date cease and terminate, except only the right of the holders thereof to receive the redemption price of such shares without interest. The Company may, however, that if, at any time prior to the Optional Redemption Date (Change redemption date specified in the notice of Control)redemption deposit in trust, for the account of the holders of the shares of the Class B Voting Preferred Stock to be redeemed, with a bank or trust company in good standing named in the notice of redemption, all funds necessary for the redemption, and deliver in writing irrevocable instructions and authority directing such Definitive Note bank or Notes evidenced by such Individual Note Certificate become immediately due trust company on behalf of and payable or upon due presentation at the expense of such Definitive Note or Individual Note Certificate payment the Company to cause notice of such redemption moneys is improperly withheld or refusedto be duly mailed as provided above promptly after receipt of such irrevocable instructions and authority and to pay the redemption price to the holders of the shares of the Class B Voting Preferred Stock to be redeemed, and thereupon, notwithstanding that any certificate for the relevant Paying Agent shares of the Class B Voting Preferred Stock so called for redemption shall mail notification not have been surrendered for cancellation, all shares of the Class B Voting Preferred Stock with respect to which the deposit shall have been made shall no longer be deemed outstanding and all rights with respect to such shares shall cease and terminate, except only the right of the holders thereof to receive from such bank or trust company the depositing Noteholder at redemption price of such address as may have been given by shares without interest, and with respect to any series of such Noteholder in stock entitled to conversion rights, to exercise such conversion rights. Any moneys so deposited for the relevant Change redemption of Control Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender shares of the relevant Change of Control Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, Class B Voting Preferred Stock which shall be deemed converted prior to the redemption date shall be repaid to the bearer of Company immediately following such Definitive Note for all purposesconversion. Any Paying Agent which receives a Change of Control Put Option Notice in respect of Notes represented by a Permanent Global Note or a Global Registered Note amount earned on funds so deposited shall make payment of the relevant redemption moneys and interest accrued be paid to the Optional Redemption Date (Change of Control) in accordance with the Conditions, Clause 7 (Payments Company from time to Noteholders) and the terms of the Permanent Global Note time. Any funds so set aside or Global Registered Notedeposited, as the case may be, and unclaimed at the end of six years from such redemption date shall be released and repaid to the Company upon its request after which the holders of the shares so called for redemption shall look only to the Company for the payment thereof without interest.

Redemption and Purchase. Change (a) Final Redemption 57 Unless previously redeemed or purchased and cancelled as provided below, this Note will be redeemed at its Redemption Amount on the Maturity Date shown on its face (if this Note is shown on its face to be a Fixed Rate Note or Hybrid Note) or on the Interest Payment Date falling in the Redemption Month shown on its face (if this Note is shown on its face to be a Floating Rate Note, Variable Rate Note or Hybrid Note). (b) Purchase at the Option of Control Put Option) Issuer If so provided hereon, the Issuer shall have the option to purchase all or any of the Fixed Rate Notes, Floating Rate Notes, Variable Rate Notes or Hybrid Notes at their Redemption Amount on any date on which interest is due to be paid on such Notes and the Noteholders shall be bound to sell such Notes to the Issuer accordingly. To exercise such option, the Issuer shall give irrevocable notice to the Noteholders within the Issuer's Purchase Option Period shown on the face hereof. Such Notes may be held, resold or surrendered to the Issuing and Paying Agent for cancellation. The Notes so purchased, while held by or on behalf of the Issuer, shall not entitle the holder to vote at any meetings of the Noteholders and shall not be deemed to be outstanding for the deposit purposes of Change calculating quorums at meetings of Control Put Option Notices forms the Noteholders or for the purposes of Change of Control Put Option Notice upon request during usual business hours at its Specified OfficeConditions 9, 10 and 11. Upon receipt by a Paying Agent of a duly completed Change of Control Put Option Notice and, in In the case of a Change purchase of Control Put Option Notice relating some only of the Notes, the notice to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with 9(f) (Redemption and Purchase – Change of Control Put Option), such Paying Agent Noteholders shall notify the relevant Issuer and (in the case of a Paying Agent other than the Principal Paying Agent) the Principal Paying Agent thereof indicating also contain the certificate or serial numbers (if any) and principal amount of the Notes in respect of to be purchased, which the Change of Control Put Option is exercised. Any such Paying Agent with which a Definitive Note shall have been drawn by or Individual Note Certificate is deposited shall deliver a duly completed Change of Control Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Issuer in such place and in such manner as may be agreed between the Issuer and the Trustee, subject to compliance with any applicable laws. So long as the Notes are listed on the Singapore Exchange Securities Trading Limited, the Issuer shall comply with the rules of such Stock Exchange in relation to the publication of any purchase of Notes. (c) Purchase at the Option of Noteholders (i) Each Noteholder shall have the option to have all or any of his Variable Rate Notes purchased by the Issuer at their Redemption Amount on any Interest Payment Date and the Issuer will purchase such Variable Rate Notes accordingly. To exercise such option, a Noteholder shall deposit any Variable Rate Notes to be purchased with the Issuing and Paying Agent at its specified office together with all Coupons relating to such Variable Rate Notes which mature after the date fixed for purchase, together with a duly completed option exercise notice in the form obtainable from the Issuing and Paying Agent within the Noteholders' VRN Purchase Option Period shown on the face hereof. Any Variable Rate Notes so deposited may not be withdrawn (but shall not, save except as provided below or in the Conditions, release itAgency Agreement) until without the Optional Redemption Date (Change of Control), when it shall present such Definitive Note or Individual Note Certificate to itself for payment prior consent of the redemption moneys therefor Issuer. Such Variable Rate Notes may be held, resold or surrendered to the Issuing and interest (if any) accrued to such date in accordance with the Conditions and Clause 7 (Payments to Noteholders) and pay such amounts in accordance with the directions Paying Agent for cancellation. The Variable Rate Notes so purchased, while held by or on behalf of the Noteholder contained in Issuer, shall not entitle the Change of Control Put Option Notice; provided, however, that if, prior holder to the Optional Redemption Date (Change of Control), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder vote at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender any meetings of the relevant Change of Control Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, Noteholders and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and shall not the relevant Paying Agent, shall be deemed to be outstanding for the bearer purposes of calculating quorums at meetings of the Noteholders or for the purposes of Conditions 9, 10 and 11. (ii) If so provided hereon, each Noteholder shall have the option to have all or any of his Fixed Rate Notes, Floating Rate Notes or Hybrid Notes purchased by the Issuer at their Redemption Amount on any date on which interest is due to be paid on such Definitive Note Notes and the Issuer will purchase such Notes accordingly. To exercise such option, a Noteholder shall deposit any Notes to be purchased with the Issuing and Paying Agent at its specified office together with all Coupons relating to such Notes which mature after the date fixed for all purposespurchase, together with a duly completed option exercise notice in the form obtainable from the Issuing and Paying Agent within the Noteholders' Purchase Option Period shown on the face hereof. Any Notes so deposited may not be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer. Such Notes may be held, resold or surrendered to the Issuing and Paying Agent which receives a Change of Control Put Option Notice in respect of for cancellation. The Notes represented so purchased, while held by a Permanent Global Note or a Global Registered Note shall make payment on behalf of the relevant redemption moneys and interest accrued Issuer, shall not entitle the holder to the Optional Redemption Date (Change of Control) in accordance with the Conditions, Clause 7 (Payments to Noteholders) and the terms vote at any meetings of the Permanent Global Note Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Noteholders or Global Registered Notefor the purposes of Conditions 9, as the case may be10 and 11.

Redemption and Purchase. Change Redemption at the option of Control Put Option) for Noteholders on the deposit of Change of Control Put Option Notices forms of Change of Control Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent occurrence of a duly completed Change of Control Material Concession Put Option Notice and, in the case of a Change of Control Put Option Notice relating to Definitive Notes Event) or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with 9(fCondition 9(g) (Redemption at the Option of Noteholders and Purchase – Change Exercise of Control Put OptionNoteholders’ Options), as the case may be, such Paying Agent shall notify the relevant Issuer and (in the case of a Paying Agent other than the Principal Paying Agent) the Principal Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Change of Control Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Change of Control Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Material Concession Event Put Date or the Optional Redemption Date (Change of ControlPut), as the case may be, when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 7 6 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Change of Control Put Option Notice; provided, however, that if, prior to the Material Concession Event Put Date or the Optional Redemption Date (Change of ControlPut), as the case may be, such Definitive Note or Notes evidenced by such Individual Note Certificate become becomes immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice and shall, in the case of a Definitive Note, shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Change of Control Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option NoticeReceipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Change of Control Put Option Notice in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Material Concession Event Put Date or the Optional Redemption Date (Change of Control) Put), as the case may be, in accordance with the Conditions, Clause 7 6 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

Redemption and Purchase. Change of Control Put Option) for Capitalised terms in this Condition 5 have the deposit of Change of Control Put Option Notices forms of Change of Control Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Change of Control Put Option Notice and, same meaning given in the case Supplementary Terms Notice unless otherwise defined in this document. (A) MANDATORY REDEMPTION IN PART FROM PRINCIPAL COLLECTIONS AND APPORTIONMENT OF PRINCIPAL COLLECTIONS BETWEEN THE CLASS A-1 NOTES, THE CLASS A-2 NOTES AND THE A$ NOTES The Class A-1 Notes shall be subject to mandatory redemption in part on any Quarterly Payment Date if on that date there are any Principal Collections available to be distributed Note Trust Deed [▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] -------------------------------------------------------------------------------- in relation to such Class A-1 Notes. The principal amount so redeemable in respect of each Class A-1 Note prior to enforcement of the Security Trust Deed (each a Change PRINCIPAL PAYMENT) on any Quarterly Payment Date shall be the amount available for payment in respect of Control Put Option Notice relating the Class A-1 Notes as set out in Condition 5(b) on the day which is two Business Days prior to Definitive Notes the Quarterly Payment Date (the QUARTERLY DETERMINATION Date) divided by the aggregate Invested Amount of all Class A-1 Notes, multiplied by the Invested Amount of that Note, provided always that no Principal Payment on a Class A-1 Note on any date may exceed the amount equal to the Invested Amount of that Class A-1 Note at that date less amounts charged off as at that date and not to be reinstated on the next Quarterly Payment Date, or Individual Note Certificatesto be charged off on the Quarterly Payment Date, such Definitive Notes and Individual Note Certificates as described in accordance with 9(fCondition 5(c) (Redemption and Purchase – Change that reduced amount being the STATED AMOUNT of Control Put Optionthat Class A-1 Note). Notice of amounts to be redeemed will be provided by the Manager to the Issuer, such Paying Agent shall notify the relevant Issuer and (in the case of a Paying Agent other than the Principal Paying Calculation Agent) , the Principal Paying Agent thereof indicating and the certificate or serial numbers (if any) and principal amount Note Trustee. Following notification of the amount to be redeemed for each Quarterly Payment Date, the Manager will determine the Bond Factor for the Class A-1 Notes in respect as of which such Quarterly Payment Date and will notify the Change of Control Put Option is exercised. Any such Issuer, the Calculation Agent, the Principal Paying Agent with which a Definitive and the Note or Individual Note Certificate is deposited shall deliver a duly completed Change Trustee of Control Put Option Receipt to the depositing Noteholder this amount and shall hold such Definitive Note or Individual Note Certificate on behalf of cause the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Change of Control), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Change of Control Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Change of Control), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Change of Control Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed Bond Factor to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Change of Control Put Option Notice in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued published pursuant to the Optional Redemption Date (Change of Control) in accordance with the Conditions, Clause 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may beCondition 12.

Redemption and Purchase. Change of Control Put Option(a) for Redemption at maturity Unless previously redeemed or purchased and in each case cancelled as specified below, each Note will be redeemed by the deposit of Change of Control Put Option Notices forms of Change of Control Put Option Notice upon request during usual business hours relevant Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the applicable Pricing Supplement in the relevant Specified Office. Upon receipt by Currency on the Maturity Date. (b) Redemption for tax reasons The Notes may be redeemed at the option of the relevant Issuer in whole, but not in part, at any time (if the Note is neither a Floating Rate Note nor an Index Linked Interest Note) or on any Interest Payment Date (if the Note is either a Floating Rate Note or an Index Linked Interest Note), on giving not less than 30 nor more than 60 days’ notice to the Trustee and the Principal Paying Agent and, in accordance with Condition 14, the Noteholders (which notice shall be irrevocable), if the relevant Issuer satisfies the Trustee immediately before the giving of the notice referred to above that on the occasion of the next payment due under the Notes, the relevant Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws or regulations of the United Kingdom or any political subdivision of, or any authority in, or of, the United Kingdom having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date of the first Tranche of the Notes, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the relevant Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition, the relevant Issuer shall deliver to the Trustee a certificate signed by two Directors of the relevant Issuer stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of the change or amendment (as referred to above) which has occurred (irrespective of whether such change or amendment is then effective) describing the facts leading thereto and accompanied by an opinion in a form satisfactory to the Trustee of independent legal advisers of recognised standing to the effect that such change or amendment has occurred (irrespective of whether such change or amendment is then effective) and the relevant Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. The Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event they shall be conclusive and binding on the Noteholders, the Receiptholders and the Couponholders. Notes redeemed pursuant to this Condition 7(b) will be redeemed at their Early Redemption Amount referred to in paragraph (e) below together (if appropriate) with interest accrued to (but excluding) the date of redemption. (c) Redemption at the option of the relevant Issuer (Issuer Call) If Issuer Call is specified in the applicable Pricing Supplement, the relevant Issuer may, having given: (i) not less than 30 nor more than 90 days’ notice to the Noteholders in accordance with Condition 15; and (ii) not less than 15 days before the giving of the notice referred to in (i), notice to the Trustee and the Principal Paying Agent; (which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Pricing Supplement together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a duly completed Change nominal amount equal to the Minimum Redemption Amount or the Maximum Redemption Amount. In the case of Control Put Option Notice anda partial redemption of Notes, the Notes to be redeemed (“Redeemed Notes”) will be selected individually by lot, in the case of a Change of Control Put Option Notice relating to Definitive Redeemed Notes or Individual Note Certificatesrepresented by definitive Notes, such Definitive Notes and Individual Note Certificates in accordance with 9(f) (Redemption and Purchase – Change of Control Put Option), such Paying Agent shall notify the relevant Issuer and (in the case of a Paying Agent other than the Principal Paying Agent) the Principal Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Change of Control Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Change of Control Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Change of Control), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 7 (Payments to Noteholders) and pay such amounts in accordance with the directions rules of the Noteholder contained in the Change of Control Put Option Notice; providedEuroclear and/or Clearstream, however, that if, prior to the Optional Redemption Date (Change of Control), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice and shallLuxembourg, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Change of Control Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Change of Control Put Option Notice in respect of Redeemed Notes represented by a Permanent Global Note or Note, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the “Selection Date”). In the case of Redeemed Notes represented by definitive Notes, a Global Registered Note list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 14 not less than 15 days prior to the date fixed for redemption. The aggregate nominal amount of Redeemed Notes represented by definitive Notes shall make payment bear the same proportion to the aggregate nominal amount of all Redeemed Notes as the aggregate nominal amount of definitive Notes outstanding bears to the aggregate nominal amount of the Notes outstanding, in each case on the Selection Date, provided that, if necessary, appropriate adjustments shall be made to such nominal amounts to ensure that each represents an integral multiple of the Specified Denomination. No exchange of the relevant Global Note will be permitted during the period from (and including) the Selection Date to (and including) the date fixed for redemption moneys pursuant to this paragraph (c) and interest accrued notice to that effect shall be given by the relevant Issuer to the Noteholders in accordance with Condition 14 at least five days prior to the Selection Date. (d) Redemption at the option of the Noteholders (Investor Put) If Investor Put is specified in the applicable Pricing Supplement, upon the holder of any Note giving to the relevant Issuer in accordance with Condition 14 not less than 15 nor more than 30 days’ notice, the relevant Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Pricing Supplement, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (Change but excluding) the Optional Redemption Date. If this Note is in definitive form, to exercise the right to require redemption of Controlthis Note the holder of this Note must deliver such Note at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, accompanied by a duly completed and signed notice of exercise in the form (for the time being current) in accordance with the Conditions, Clause 7 obtainable from any specified office of any Paying Agent (Payments to Noteholdersa “Put Notice”) and in which the terms of the Permanent Global Note or Global Registered Noteholder must specify a bank account (or, as the case may beif payment is required to be made by cheque, an address) to which payment is to be made under this Condition.

Redemption and Purchase. Change of Control Put Option) for Capitalised terms in this Condition 5 have the deposit of Change of Control Put Option Notices forms of Change of Control Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Change of Control Put Option Notice and, same meaning given in the case Supplementary Terms Notice unless otherwise defined in this document. -------------------------------------------------------------------------------- Page 77 + Note Trust Deed Allens Arthur Robins▇▇ -------------------------------------------------------------------------------- (A) MANDATORY REDEMPTION IN PART FROM PRINCIPAL COLLECTIONS AND APPORTIONMENT OF PRINCIPAL COLLECTIONS BETWEEN THE CLASS A-1 NOTES, THE CLASS A-2 NOTES AND THE A$ NOTES The Class A-1 Notes shall be subject to mandatory redemption in part on any Quarterly Payment Date if on that date there are any Principal Collections available to be distributed in relation to such Class A-1 Notes. The principal amount so redeemable in respect of each Class A-1 Note prior to enforcement of the Security Trust Deed (each a Change PRINCIPAL PAYMENT) on any Quarterly Payment Date shall be the amount available for payment in respect of Control Put Option Notice relating the Class A-1 Notes as set out in Condition 5(b) on the day which is two Business Days prior to Definitive Notes the Quarterly Payment Date (the QUARTERLY DETERMINATION DATE) divided by the aggregate Invested Amount of all Class A-1 Notes, multiplied by the Invested Amount of that Note, provided always that no Principal Payment on a Class A-1 Note on any date may exceed the amount equal to the Invested Amount of that Class A-1 Note at that date less amounts charged off as at that date and not to be reinstated on the next Quarterly Payment Date, or Individual Note Certificatesto be charged off on the Quarterly Payment Date, such Definitive Notes and Individual Note Certificates as described in accordance with 9(fCondition 5(c) (Redemption and Purchase – Change that reduced amount being the STATED AMOUNT of Control Put Optionthat Class A-1 Note). Notice of amounts to be redeemed will be provided by the Manager to the Issuer, such Paying Agent shall notify the relevant Issuer and (in the case of a Paying Agent other than the Principal Paying Calculation Agent) , the Principal Paying Agent thereof indicating and the certificate or serial numbers (if any) and principal amount Note Trustee. Following notification of the amount to be redeemed for each Quarterly Payment Date, the Manager will determine the Bond Factor for the Class A-1 Notes in respect as of which such Quarterly Payment Date and will notify the Change of Control Put Option is exercised. Any such Issuer, the Calculation Agent, the Principal Paying Agent with which a Definitive and the Note or Individual Note Certificate is deposited shall deliver a duly completed Change Trustee of Control Put Option Receipt to the depositing Noteholder this amount and shall hold such Definitive Note or Individual Note Certificate on behalf of cause the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Change of Control), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Change of Control Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Change of Control), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Change of Control Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed Bond Factor to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Change of Control Put Option Notice in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued published pursuant to the Optional Redemption Date (Change of Control) in accordance with the Conditions, Clause 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may beCondition 12.

Redemption and Purchase. Change of Control Put Option) 4.1 The Preferred Securities have no fixed final redemption date and Holders have no rights to call for the deposit redemption of Change the Preferred Securities. Any redemption is subject to the provisions of Control Put Option Notices forms the Act. 4.2 The Preferred Securities are redeemable, at the option of Change the General Partner, subject to the satisfaction of Control Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Change of Control Put Option Notice andthe Redemption Conditions, in whole but not in part, on the case of a Change of Control Put Option Notice relating First Call Date or any Distribution Payment Date thereafter, upon not less than 30 nor more than 60 days’ notice to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates the Holders (published in accordance with 9(fparagraph 10) and to the Stock Exchange specifying the relevant Distribution Payment Date for redemption (the ‘‘Optional Redemption Date’’) (which notice shall be irrevocable) at the Optional Redemption Price. Upon the expiry of such notice, the Issuer shall be dissolved and Purchase – Change the General Partner as liquidation agent shall be bound to redeem each of Control Put Option)the Preferred Securities accordingly by payment of an amount equal to the Optional Redemption Price. 4.3 If a Special Redemption Event occurs at any time on or prior to the First Call Date, such Paying Agent shall notify the Preferred Securities may be redeemed, in whole but not in part, at the option of the General Partner, subject to satisfaction of the Redemption Conditions, upon not less than 30 nor more than 60 days’ notice to the Holders published in accordance with paragraph 10 specifying the relevant date for redemption (the ‘‘Special Redemption Event Redemption Date’’) (which notice shall be irrevocable) at the Optional Redemption Price. Prior to the publication of any notice of redemption pursuant to the foregoing, the General Partner shall deliver to the Registrar a certificate signed by two members of the Court of Directors of the Guarantor stating that the Issuer is entitled to effect such redemption and (an opinion of counsel to the Guarantor experienced in such matters to the case effect that a Special Redemption Event has occurred. Upon the expiry of such notice, the Issuer shall be dissolved and the General Partner as liquidation agent shall be bound to redeem each of the Preferred Securities accordingly by payment of an amount equal to the Optional Redemption Price. 4.4 Under the existing requirements of the Regulator, neither the Issuer nor the Guarantor may redeem or purchase any Preferred Securities unless the Regulator gives its prior written consent. The Regulator may impose conditions on any such redemption or purchase. 4.5 In each year in which a Paying Agent other than repurchase is made, the Principal Paying Agent) the Principal Paying Agent thereof indicating the certificate or serial numbers (if any) and principal aggregate nominal amount of the Notes in respect of which the Change of Control Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited Preferred Securities repurchased shall deliver a duly completed Change of Control Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Change of Control), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date be announced in accordance with the Conditions Listing and Clause 7 Issuing Rules (Payments to NoteholdersFondsenreglement) and pay such amounts in accordance of Euronext Amsterdam with the directions mention of the Noteholder contained remaining Preferred Securities. 4.6 Should the Subordinated Notes be redeemed whilst the Preferred Securities remain in the Change of Control Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Change of Control), such Definitive Note or Notes evidenced issue they will be replaced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection Replacement Partnership Assets which are held by the depositing Noteholder against surrender of the relevant Change of Control Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address Issuer as may have been given by such Noteholder in the relevant Change of Control Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Change of Control Put Option Notice in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Change of Control) in accordance with the Conditions, Clause 7 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may bepartnership assets thereafter.

Redemption and Purchase. Change 3B.5.1 The company may, subject to the Statutes, at any time on giving to the holders of Control Put Optionthe Redeemable Preference Shares at that date not less than 30 days' prior written notice of the date ("REDEMPTION DATE") for when such redemption is to be effected, redeem all or any of the deposit of Change of Control Put Option Notices forms of Change of Control Put Option Notice upon request during usual business hours at its Specified OfficeRedeemable Preference Shares from time to time issued and outstanding. Upon receipt by a Paying Agent of a duly completed Change of Control Put Option Notice and, in In the case of a Change partial redemption under this article such redemption shall be pro rata to individual holdings of Control Put Option Notice relating Redeemable Preference Shares. 3B.5.2 There shall be paid on each Redeemable Preference Share so redeemed a sum equal to Definitive Notes or Individual Note CertificatesUS$4.88 in respect of such Redeemable Preference Share. 3B.5.3 The Company shall, such Definitive Notes and Individual Note Certificates in accordance with 9(f) (Redemption and Purchase – Change subject to the provisions of Control Put Option)the Statutes, such Paying Agent shall notify redeem on 31 March 2003 all of the relevant Issuer and (in the case of a Paying Agent other than the Principal Paying Agent) the Principal Paying Agent thereof indicating the certificate or serial numbers Redeemable Preference Shares (if any) in issue on that date and principal amount of the Notes there shall be paid on each Redeemable Preference Share so redeemed a sum equal to US$5.19 in respect of which such Redeemable Preference Share. 3B.5.4 If the Change company shall be unable in compliance with the Statutes to redeem all or any of Control Put Option is exercised. Any the Redeemable Preference Shares on the appropriate Redemption Date then the company shall redeem such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Change number of Control Put Option Receipt the Redeemable Preference Shares as may lawfully be redeemed at such time pro rata (disregarding any fractional entitlements) to the depositing Noteholder and proportionate number of such Redeemable Preference Shares held by each holder. The company shall hold redeem, as soon after such Definitive Note date or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save dates as provided below or in the Conditions, release it) until the Optional Redemption Date (Change of Control), when it shall present such Definitive Note or Individual Note Certificate be lawfully permitted to itself for payment do so, the remaining number of the redemption moneys therefor and interest (if any) accrued Redeemable Preference Shares which would otherwise have fallen to be redeemed on such date in accordance with the Conditions provisions of this article save that the Redeemable Preference Dividend thereon shall continue to accrue on a day to day basis until actual redemption. 3B.5.5 Any notice of redemption shall specify the particular Redeemable Preference Shares to be redeemed, the Redemption Date and Clause 7 (Payments the place at which the certificates for such shares are to Noteholders) be presented for redemption and pay such amounts in accordance with upon the directions Redemption Date each of the Noteholder contained in holders of the Change of Control Put Option Notice; provided, however, that if, prior Redeemable Preference Shares concerned shall be bound to deliver to the Optional Redemption Date (Change of Control), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder company at such address as place the certificates for the shares concerned in order that the same may have been given by be redeemed. Upon such Noteholder in delivery the relevant Change of Control Put Option Notice and shall, in company shall pay to such holder (or to his order) the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Change of Control Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed amount due to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Change of Control Put Option Notice him in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued such redemption. If any certificate so delivered to the Optional Redemption Date (Change of Control) in accordance with company includes any Redeemable Preference Shares not redeemable on that occasion a fresh certificate for such shares shall be issued without charge to the Conditions, Clause 7 (Payments holder delivering such certificate to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may becompany.