Common use of Redemption at the Option of the Noteholders Clause in Contracts

Redemption at the Option of the Noteholders. If the Noteholders are specified in the applicable Final Terms as having an option to redeem, upon the holder of any Note giving to the Issuer in accordance with Condition 13 not less than 30 nor more than 60 days’ notice (which notice shall be irrevocable) or such other period of notice as is specified in the applicable Final Terms, the Issuer will upon the expiry of such notice redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. If this Note is in definitive form, to exercise the right to require redemption of this Note the holder of this Note must deliver such Note at the specified office outside the United States 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) obtainable from any specified office of any Paying Agent (a “Put Notice”) and in which the holder must specify a bank account (or, if payment is by cheque, an address) to which payment is to be made under this Condition. Any Put Notice given by a holder of any Note pursuant to this paragraph shall be irrevocable except where prior to the due date of redemption an Event of Default shall have occurred and be continuing in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this paragraph and instead to declare such Note forthwith due and payable pursuant to Condition 9.

Redemption at the Option of the Noteholders. If the Noteholders are specified in the applicable Final Terms as having an option to redeem, upon the holder of any Note giving to the Issuer in accordance with Condition 13 not less than 30 nor more than 60 days’ notice (which notice shall be irrevocable) or such other period of notice as is specified in the applicable Final Terms, the Issuer will upon the expiry of such notice redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. It may be that before an Investor Put can be exercised, certain conditions and/or circumstances will need to be satisfied. Where relevant, the provisions will be set out in the applicable Final Terms. If this the Note is in definitive form, to exercise the right to require redemption of this the Note the holder of this the Note must deliver such Note at the specified office outside the United States 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) obtainable from any specified office of any Paying Agent (a “Put Notice”) and in which the holder must specify a bank account (or, if payment is by cheque, an address) to which payment is to be made under this Condition. Any Put Notice given by a holder of any Note pursuant to this sub-paragraph (d) shall be irrevocable except where prior to the due date of redemption an Event of Default shall have occurred and be continuing in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this paragraph and instead to declare such Note forthwith due and payable pursuant to Condition 9.

Redemption at the Option of the Noteholders. If the Noteholders are This Condition 11.6 is applicable (if so specified in the applicable relevant Final Terms) only in relation to Notes specified in the relevant Final Terms as having an option being Unsubordinated Notes and references to redeem“Notes” and “Noteholders” shall be construed accordingly. If the Put Option is specified in the relevant Final Terms as being applicable, upon the holder Holder of any Note giving to the Issuer no less than the minimum period nor more than the maximum period of notice specified in accordance the relevant Final Terms, the Issuer shall, at the option of the Holder of any Note, redeem such Note on the Optional Redemption Date (Put) specified in the relevant Put Option Notice at the relevant Optional Redemption Amount (Put) together with interest (if any) accrued to (but excluding) such date. No Series of Subordinated Notes shall contain the Put Option. In order to exercise the option contained in this Condition 13 11.6, the Holder of a Note must, not less than 30 nor more than 60 days’ notice days before the relevant Optional Redemption Date (which notice shall be irrevocable) Put), deposit with any Agent or such other period of notice as is specified the Registrar (in the applicable Final Termscase of Registered Notes) such Note together, in the Issuer will upon case of Bearer Notes, with all unmatured Coupons relating thereto and a duly completed Put Option Notice in the expiry of such notice redeemform obtainable from any Agent. The Agent with which a Note is so deposited shall deliver a duly completed Put Option Receipt to the depositing Holder. No Note, subject to, and once deposited with a duly completed Put Option Notice in accordance withwith this Condition 11.6, may be withdrawn; provided, however, that if, prior to the terms specified in the applicable Final Terms, in whole relevant Optional Redemption Date (but not in partPut), any such Note becomes immediately due and payable or, upon due presentation of any such Note on the relevant Optional Redemption Date and (Put), payment of the redemption moneys is improperly withheld or refused, the relevant Agent shall mail notification thereof to the depositing Noteholder at the Optional Redemption Amount specified in, or determined such address as may have been given by such Noteholder in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. If this Note is in definitive form, to exercise the right to require redemption of this Note the holder of this Note must deliver relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the specified office outside depositing Noteholder against surrender of the United States of relevant Put Option Receipt. For so long as any Paying outstanding Note is held by an Agent at any time during normal business hours in accordance with this Condition 11.6, the depositor of such Paying Note and not such Agent falling within the notice period, accompanied by a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a “Put Notice”) and in which the holder must specify a bank account (or, if payment is by cheque, an address) to which payment is shall be deemed to be made under this Condition. Any Put Notice given by a holder the Holder of any Note pursuant to this paragraph shall be irrevocable except where prior to the due date of redemption an Event of Default shall have occurred and be continuing in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this paragraph and instead to declare such Note forthwith due and payable pursuant to Condition 9for all purposes.

Redemption at the Option of the Noteholders. If Unless the Noteholders are specified have previously by an Extraordinary Resolution (as defined in the Trust Deed) disapplied this Condition 8(b) in relation to the applicable Final Terms Change of Control, following the occurrence of a Change of Control (as having an defined below), the Bank shall promptly, and in any event within five Business Days thereafter, give notice (the “Change of Control Notice”) of such Change of Control to the Noteholders (with a copy to the Trustee) in accordance with Condition 14 (Notices), which notice shall specify the date (which shall not be less than 30 days nor more than 60 days after the Change of Control Notice (the “Put Settlement Date”)), on which the Bank shall, at the option to redeem, upon of the holder of any Note, redeem such Note giving at its outstanding principal amount, together with interest accrued and unpaid to the Issuer Put Settlement Date. In order to exercise the option contained in accordance with this Condition 13 8(b), the holder of a Note must, not less than 30 nor more than 60 days’ notice (which notice shall be irrevocable) or such other period of notice as is specified in 15 days before the applicable Final TermsPut Settlement Date, the Issuer will upon the expiry of such notice redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate, deposit with interest accrued to (but excluding) the Optional Redemption Date. If this Note is in definitive form, to exercise the right to require redemption of this Note the holder of this Note must deliver such Note at the specified office outside the United States of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, accompanied by relevant Note Certificate and a duly completed and signed put option notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a “Put Option Notice”) and in which the holder must specify form obtainable from any Paying Agent. No Note Certificate, once deposited with a bank account (orduly completed Put Option Notice in accordance with this Condition 8(b), if payment is by chequemay be withdrawn; provided, an address) to which payment is to be made under this Condition. Any Put Notice given by a holder of any Note pursuant to this paragraph shall be irrevocable except where however, that if, prior to the Put Settlement Date, any such Note becomes immediately due and payable or payment of the redemption monies is improperly withheld or refused, such Note Certificate shall, without prejudice to the exercise of the Put Option, be returned to the holder by uninsured first class mail (airmail if overseas) at such address as may have been given by such Noteholder in the relevant Put Option Notice. The Trustee shall not be responsible for monitoring whether or not any Change of Control has occurred or may occur and shall be entitled to assume (and shall not incur liability for doing so) unless it receives written notice to the contrary, that no Change of Control has occurred. In the event that a Change of Control occurs but no Change of Control Notice is given by the Bank, the Bank shall be deemed to have given a Change of Control Notice specifying a Put Settlement Date on the date which is 60 days after the occurrence of redemption an Event the Change of Default shall have occurred and be continuing Control, unless such day is not a Business Day, in which event such holder, at its option, may elect by notice to the Issuer to withdraw Put Settlement Date shall be the notice given pursuant to this paragraph and instead to declare such Note forthwith due and payable pursuant to Condition 9immediately following Business Day thereafter.

Redemption at the Option of the Noteholders. If the Noteholders are specified Each Paying and Transfer Agent will keep a stock of notices (each, a “Put Option Notice”) in the applicable Final Terms form set out in Schedule 3 (Form of Put Option Notice) and will make them available on demand to Noteholders. The Paying and Transfer Agent with which a Note Certificate is deposited pursuant to Condition 9.3(c) (Redemption at the option of the Noteholders) shall hold such Note Certificate on behalf of the depositing Noteholder (but shall not, save as having an provided below, release it) until the due date for its redemption pursuant to that Condition. On that date, subject as provided below, it shall present such Note Certificate to itself for payment of the relevant redemption moneys (including premium (if any) and interest accrued to such date) in accordance with the Conditions and shall pay such moneys in accordance with the Noteholder’s directions given in the Put Option Notice. If such Note becomes immediately due and payable before that date, or if upon due presentation payment of such redemption moneys is improperly withheld or refused, such Note Certificate shall, without prejudice to the exercise of the Put Option, be returned to the Noteholder by uninsured first class mail (airmail if overseas) at the address given by the Noteholder in the Put Option Notice. At the end of the period for exercising the option to redeemin Condition 9.3(c) (Redemption at the option of the Noteholders), upon each Paying Agent shall within, where practicable two Business Days of receiving such information notify the holder Principal Paying and Transfer Agent of any Note giving the principal amount of Notes deposited with it together with their certificate numbers and the Principal Paying and Transfer Agent shall promptly thereafter notify such details to the Issuer in accordance with Condition 13 not less than 30 nor more than 60 days’ notice (which notice shall be irrevocable) or such other period and each of notice as is specified in the applicable Final Terms, the Issuer will upon the expiry of such notice redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. If this Note is in definitive form, to exercise the right to require redemption of this Note the holder of this Note must deliver such Note at the specified office outside the United States 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) obtainable from any specified office of any Paying Agent (a “Put Notice”) and in which the holder must specify a bank account (or, if payment is by cheque, an address) to which payment is to be made under this Condition. Any Put Notice given by a holder of any Note pursuant to this paragraph shall be irrevocable except where prior to the due date of redemption an Event of Default shall have occurred and be continuing in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this paragraph and instead to declare such Note forthwith due and payable pursuant to Condition 9Guarantors.