Common use of Subordination of the Guarantee Clause in Contracts

Subordination of the Guarantee. In the event of a Winding-Up of the Guarantor (otherwise than for the purposes of a Solvent Reorganization of the Guarantor), the amount payable by the Guarantor to a Holder of Notes under or in relation to the Guarantee (in lieu of any other payment by the Guarantor to such Holder under or in relation to the Guarantee), shall be the amount that would have been payable to such Holder if, immediately prior to and throughout such Winding-Up, such Holder was the holder of Notional Preference Shares in the Guarantor. For the purposes only of that calculation, in respect of each Note and accrued but unpaid interest (including any outstanding Arrears of Interest in respect of such interest payment) a Holder will be deemed to hold a Notional Preference Share in the Guarantor entitling the holder thereof to receive in respect of such Notional Preference Share an amount in the Winding-Up of the Guarantor that is equal to the principal amount of the relevant Note and any accrued but unpaid interest and any outstanding Arrears of Interest in respect of such interest (without double counting) (and, in the case of an administration, on the assumption that the shareholders were entitled to claim and recover in respect of their shares to the same degree as in a Winding-Up). For the purpose of construing the provisions of the Guarantee and the Guarantor’s payment obligations in respect thereof, the latter amounts shall be treated as due and payable by the Company on the date such Winding-Up order of the Company is made or such resolution is passed or notice is given, as the case may be and, consequently, a claim under the Guarantee in respect of such amount may be made on, or at any time after, such date. For the avoidance of doubt, any Arrears of Interest will not become subject to the Guarantee until they constitute a Mandatory Payment of Arrears of Interest.

Subordination of the Guarantee. In the event of 5.9.1 If a Guarantor Winding-Up occurs, the rights and claims of the Trustee (on behalf of the Noteholders but not the rights and claims of the Trustee in its personal capacity under this Trust Deed or those of any Appointee which shall not be subordinated) and the Noteholders against the Guarantor in relation to Guaranteed Amounts (including, without limitation, any damages awarded for breach of any obligations under the Notes and this Trust Deed) will be subordinated to the claims of all Senior Creditors, but shall rank (1) at least pari passu with all claims in respect of Parity Obligations; and (2) in priority to all claims in respect of Junior Obligations. 5.9.2 Accordingly, any amounts paid to the Trustee by the liquidator or administrator of the Guarantor (otherwise than for the purposes of a Solvent Reorganization of the Guarantor), the amount payable by the Guarantor to a Holder of Notes under or in relation to the Guarantee (in lieu of any other payment by the Guarantor to such Holder under or in relation to the Guarantee), shall be the amount that would have been payable to such Holder if, immediately prior to and throughout such Winding-Up, such Holder was the holder of Notional Preference Shares in the Guarantor. For the purposes only of that calculation, in respect of each Note and accrued but unpaid interest (including any outstanding Arrears of Interest in respect of such interest payment) a Holder will be deemed to hold a Notional Preference Share in the Guarantor entitling the holder thereof to receive in respect of such Notional Preference Share an amount in the Winding-Up of the Guarantor that is equal to the principal amount of the relevant Note and any accrued but unpaid interest and any outstanding Arrears of Interest in respect of such interest (without double counting) (and, in the case of an administration, on the assumption that the shareholders were entitled to claim and recover in respect of their shares to the same degree as in a Winding-Up). For the purpose of construing the provisions of the Guarantee and the Guarantor’s payment obligations in respect thereof, the latter amounts shall be treated as due and payable by the Company on the date such Winding-Up order of the Company is made or such resolution is passed or notice is given, as the case may be and, consequently, a claim under the Guarantee be) in respect of such amount may be made on, or the claims of the Noteholders at any time afterafter a Guarantor Winding-Up shall be paid: (i) first, for application in payment or satisfaction of all costs, charges, fees, expenses and liabilities properly incurred by the Trustee or any Appointee (including remuneration payable to it and any indemnity payments due to it) in carrying out its functions under this Trust Deed; (ii) secondly, to the extent of any Shortfall, for distribution in or towards payment or satisfaction of Senior Creditors; (iii) thirdly, in payment of any amounts owing in respect of the Notes pari passu and rateably; and (iv) fourthly, in payment of any balance to the Guarantor for itself. The trust set out in Clause 5.9(B)(2) above may be performed by the Trustee by repaying to the liquidator or administrator for the time being of the Guarantor (as the case may be) the amount so to be distributed on terms that such date. For liquidator or administrator shall distribute the avoidance same in accordance with this Clause 5.9(B), and in that event the receipt by such liquidator or administrator of doubtthe moneys so paid by the Trustee to him shall be a good discharge to the Trustee for the performance by the Trustee of the trust set out in Clause 5.9(B)(2) and the Trustee shall not be bound to supervise or be in any way responsible for such distribution. 5.9.3 If any Guarantor Winding-Up has occurred, any Arrears of Interest will not become subject payment is made to the Trustee (other than payments made to the Trustee in its personal capacity under this Trust Deed and those of any Appointee) and/or the Noteholders in respect of, or arising under, the Guarantee until they constitute a Mandatory Payment by the liquidator or the administrator (as applicable) of Arrears of Interestthe Guarantor such amount shall, in addition to the assignments set out in Conditions 3(b)(i) and 3(b)(ii), reduce pro tanto the amounts payable by the Issuer under the Notes and this Trust Deed (save to the extent such amounts are subsequently paid by the Trustee or, as appropriate, the Noteholders to the Guarantor or its liquidator or, as appropriate, administrator in accordance with Condition 3(d)).

Subordination of the Guarantee. In (a) Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities, the Guarantor covenants and agrees, and each Holder of Subordinated Debt Securities of each series, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article 13, in the event of a Windingof: (i) an order being made, or an effective resolution being passed, for the winding-Up up of the Guarantor (otherwise than except, in any such case, a solvent winding-up solely for the purposes of a Solvent Reorganization reorganisation, reconstruction or amalgamation of the Guarantor), the amount payable terms of which reorganisation, reconstruction, amalgamation (x) have previously been approved in writing by the Guarantor to Trustee and (y) do not provide that the Subordinated Debt Securities shall thereby become redeemable or repayable in accordance with these Conditions); or (ii) a Holder of Notes under or in relation to Qualifying Administration, the Guarantee (in lieu of any other payment by Holders will have a right against the Guarantor to such Holder under or in relation to the Guarantee), shall be the amount that would have been payable to such Holder if, immediately prior to and throughout such Winding-Up, such Holder was the holder of Notional Preference Shares in the Guarantor. For the purposes only of that calculation, in respect of each Note and accrued but unpaid interest or arising under (including any outstanding Arrears damages awarded for breach of Interest any obligations under) the Subordinated Debt Securities and the Indenture relating to them to claim for all amounts due to them in respect of such interest payment) a Holder will be deemed to hold a Notional Preference Share in the Guarantor entitling the holder thereof to receive in respect of such Notional Preference Share an amount in the Winding-Up of the Guarantor that is equal to Subordinated Debt Securities including the principal amount of the relevant Note thereof (plus any premium) and any accrued but unpaid interest and any outstanding Arrears Deferred Amounts thereon. Such rights and claims will be subordinated in the manner provided in this Section 13.02 to the claims of Interest all Guarantor Senior Creditors but shall rank at least pari passu with the claims of holders of all other subordinated obligations of the Guarantor which constitute, or would but for any applicable limitation on the amount of such capital constitute, Lower Tier 2 Capital and shall rank in priority to the claims of holders of all undated or perpetual subordinated obligations of the Guarantor and to the claims of holders of all classes of share capital of the Guarantor. (b) The provisions of this Article 13 shall apply only to rights or claims payable under Section 13.02(a) or to amounts payable pursuant thereto and under any Subordinated Debt Securities of any series and nothing herein shall affect or prejudice the payment of the costs, charges, expenses, liabilities, indemnity or remuneration of the Trustee, the first lien rights of the Trustee under Section 5.06 hereof, or the rights and remedies of the Trustee in respect thereof. (c) The provisions of this Article 13 shall not be applicable to any amounts in respect of such interest (without double counting) (and, any of the Subordinated Debt Securities of any series for the payment of which funds have been deposited in trust with the case of an administration, on Trustee or any Paying Agent or have been set aside by the assumption that Company or the shareholders were entitled to claim and recover Guarantor in respect of their shares to the same degree as trust in a Winding-Up). For the purpose of construing accordance with the provisions of this Subordinated Debt Securities Indenture; provided, however, that at the time of such deposit or setting aside, and immediately thereafter, the foregoing provisions of this Section 13.02 are complied with. (d) Except as set out in this Section 13.02, Sections 12.02 through Sections 12.09 shall govern the rights and obligations under the Guarantee of each Holder, the Trustee and the Guarantor’s payment obligations in respect thereof, the latter amounts on a like basis (except for references to English law and English courts which shall be treated as due replaced with references to Scottish law and payable by the Company on the date such Winding-Up order of the Company is made or such resolution is passed or notice is givenScottish courts, respectively), as the case may be and, consequently, a claim if relating to rights and obligations arising under the Guarantee in with respect of such amount may be made on, or at any time after, such date. For the avoidance of doubt, any Arrears of Interest will not become subject to the Guarantee until they constitute a Mandatory Payment of Arrears of InterestGuarantor and the Guarantor Senior Creditors rather than the Subordinated Debt Securities with respect to the Company and the Company’s Senior Creditors.