Common use of Subordination of Perpetual Subordinated Capital Securities Clause in Contracts

Subordination of Perpetual Subordinated Capital Securities. The rights and claims of the holders of any series of Perpetual Subordinated Capital Securities are subordinated to Senior Creditors with respect to such Securities, including claims of any holders of Dated Subordinated Debt Securities, Perpetual Subordinated Debt Securities or any other subordinated debt securities of the issuer not expressed to rank equally with or junior to the Perpetual Subordinated Capital Securities. The following are “Senior Creditors” with respect to any series of Perpetual Subordinated Capital Securities unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of such Securities: (i) any creditors who are unsubordinated creditors with claims admitted in the event of the winding up of the Issuer; (ii) any creditors having claims in respect of liabilities that are, or are expressed to be subordinated, whether only in the event of a winding up or otherwise, to the claims of unsubordinated creditors of the Issuer but not further or otherwise; (iii) any creditor who is a holder of Securities other than the Perpetual Subordinated Capital Securities except those that are expressed to rank equally with or junior to such series of Perpetual Subordinated Capital Securities; and (iv) all other creditors having claims, including other such creditors holding subordinated debt securities, except those that rank, or are expressed to rank, equally with (including holders of Parity Securities) or junior to (including holders of Junior Securities) the claims of any holder of Perpetual Subordinated Capital Securities of such series. No principal, premium, if any, and interest and Deferred Interest, if any, or any sinking fund or redemption payments in respect of any of the Perpetual Subordinated Capital Securities which under the terms of such Perpetual Subordinated Capital Securities or the provisions of this Subordinated Indenture would otherwise be due for payment by the Issuer when the Solvency Condition is not satisfied shall be due and payable (without prejudice to the provisions of Section 5.03 with respect to a Payment Event), and instead such principal, premium, if any, and interest and Deferred Interest, if any, or any sinking fund or redemption payments will become due and payable only if and when and to the extent that the Issuer could make such payment in whole or in part and the Issuer could still satisfy the Solvency Condition immediately thereafter. In the event of the bankruptcy, winding up or liquidation of the Issuer, the amount that shall be payable with respect to the Perpetual Subordinated Capital Securities of each series shall be determined by calculating the amount, if any, as would have been payable in respect thereof as if, on the day immediately prior to the commencement of any such bankruptcy, winding up or liquidation and thereafter, the Holders of such Perpetual Subordinated Capital Securities were the holders of preference shares in the capital of the Issuer having a preferential right to a return of assets in the winding up over the holders of the ordinary shares of the Issuer (but pari passu with the most senior ranking class of issued preference shares of the Issuer, if any, except to the extent such preference shares represent claims of Senior Creditors), assuming that such preference shares were entitled (to the exclusion of other rights or privileges) to receive as a return of capital in such bankruptcy, winding up or liquidation an amount equal to the principal amount of the Perpetual Subordinated Capital Securities of such series then Outstanding together with premium, if any, interest accrued to the date of repayment, if any, and Deferred Interest to the extent provided for pursuant to Section 3.01. In the event such amounts and any claims ranking pari passu are not paid in full, the holders of such Securities and claims will share ratably in any such distribution of the assets of the Issuer in proportion to the respective amounts to which they are entitled.

Subordination of Perpetual Subordinated Capital Securities. The rights and claims of the holders Holders of any series of Perpetual Subordinated Capital Securities are subordinated to Issuer Senior Creditors with respect to such Securities, including claims of any holders Holders of Dated Subordinated Debt Securities, Perpetual Subordinated Debt Securities or any other subordinated debt securities of the issuer Issuer not expressed to rank equally with or junior to the Perpetual Subordinated Capital Securities. The following are “Senior Creditors” with respect to any series of Perpetual Subordinated Capital Securities unless otherwise provided Except in a bankruptcy, winding up, liquidation or, if the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of such Securities: (i) any creditors who are unsubordinated creditors with claims admitted Relevant Regulator has indicated in the event of the winding up of the Issuer; (ii) any creditors having claims in respect of liabilities writing that are, or are expressed to be subordinated, whether only in the event of a winding up or otherwise, to the claims of unsubordinated creditors of the Issuer but not further or otherwise; (iii) any creditor who is a holder of Securities other than the Perpetual Subordinated Capital Securities except those that are expressed to rank equally with or junior it has no objection to such series payment, any payments of Perpetual Subordinated Capital Securities; and (iv) all other creditors having claims, including other such creditors holding subordinated debt securities, except those that rank, or are expressed to rank, equally with (including holders of Parity Securities) or junior to (including holders of Junior Securities) the claims of any holder of Perpetual Subordinated Capital Securities of such series. No principal, premium, if any, and interest and interest, if any, or Deferred Interest, if any, or any sinking fund or redemption payments in respect of any of the Perpetual Subordinated Capital Securities which under the terms of such Perpetual Subordinated Capital Securities or the provisions of this Subordinated Indenture would otherwise be due for payment by any series are conditional upon the Issuer when the Solvency Condition is not being satisfied shall be due immediately before and payable (without prejudice to the provisions of Section 5.03 with respect to a Payment Event)immediately after any such payment, and instead such no principal, premium, if any, and interest and interest, if any, or Deferred Interest, if any, shall be payable in respect of any series of such debt securities and neither the Issuer nor any of its Subsidiaries may redeem or repurchase any sinking fund or redemption payments will become due and payable only if and when and of the debt securities of any such series except to the extent that the Issuer could make such payment in whole or in part would meet the Regulatory Capital Requirement and the Issuer could still satisfy the Solvency Condition would be satisfied both immediately thereafterbefore and immediately after any such payment, redemption or repurchase. In the event of the bankruptcy, winding up or liquidation of the Issuer, the claims of Holders of Perpetual Subordinated Capital Securities will rank at least pari passu with all other of the Issuer’s obligations that constitute, or would but for any applicable limitations on the amount of such capital constitute, Tier 1 Capital and in priority to the claims of holders of all classes of the Issuer’s share capital. In the event of the bankruptcy, winding up or liquidation of the Issuer, the amount that shall be payable with respect to the Perpetual Subordinated Capital Securities of each series shall be determined by calculating the amount, if any, as would have been payable in respect thereof as if, on the day immediately prior to the commencement of any such bankruptcy, winding up or liquidation and thereafter, the Holders of such Perpetual Subordinated Capital Securities were the holders of preferred or preference shares in the capital of the Issuer having a preferential right to a return of assets in the winding up over the holders of the ordinary shares all issued classes of share capital of the Issuer (but but, unless otherwise specified in the applicable Board Resolutions or supplemental indentures executed pursuant to Section 3.01 with respect to the relevant series of Perpetual Subordinated Capital Securities, pari passu with the holders of the Issuer’s most senior ranking class of issued preferred or preference shares of the Issuershares, if any, except to the extent such preferred or preference shares represent claims of Issuer Senior Creditors), assuming that such preferred or preference shares were entitled (to the exclusion of other rights or privileges) to receive as a return of capital in such bankruptcy, winding up or liquidation an amount equal to the principal amount of the Perpetual Subordinated Capital Securities of such series then Outstanding together with premium, if any, interest accrued to the date of repayment, if any, and Deferred Interest to the extent provided for pursuant to Section 3.01. In the event such amounts and any claims ranking pari passu are not paid in full, the holders Holders of such Securities and claims will share ratably in any such distribution of the assets of the Issuer in proportion to the respective amounts to which they are entitled.

Subordination of Perpetual Subordinated Capital Securities. The rights and claims of the holders Holders of any series of Perpetual Subordinated Capital Securities are subordinated to Senior Creditors with respect to such Securities, including claims of any holders of Dated Subordinated Debt Securities, Perpetual Subordinated Debt Securities or any other subordinated debt securities of the issuer Issuer not expressed to rank equally with or junior to the Perpetual Subordinated Capital Securities. The following are “Senior Creditors” with respect to any series of Perpetual Subordinated Capital Securities unless otherwise provided in the Board Resolution or supplemental indenture executed pursuant to Section 3.01 establishing the terms of such Securities: (i) any creditors who are unsubordinated creditors of the Issuer with claims admitted in the event of the winding up of the Issuer; (ii) any creditors of the Issuer having claims in respect of liabilities that arerank, or are expressed to be subordinatedrank, whether only in the event of a winding up or otherwise, subordinated to the claims of unsubordinated other creditors of the Issuer (other than those whose claims constitute, or would but not further for any applicable limitation on the amount of such capital constitute, Tier 1 Capital or otherwisewhose claims rank, or are expressed to rank, equally with, or junior to, the claims of the holders of the Perpetual Subordinated Capital Securities); (iii) any creditor who is a holder creditors of Securities the Issuer whose claims are in respect of the Issuer’s outstanding debt securities that constitute Tier 2 Capital (and such other than the Perpetual Subordinated Capital Securities except those securities outstanding from time to time that rank or are expressed to rank equally with with, or junior to senior to, any such series of Perpetual Subordinated Capital SecuritiesTier 2 Capital); and (iv) all other creditors having claims, including other such creditors holding subordinated debt securities, except those that rank, or are expressed to rank, equally with (including holders of Parity Securities) or junior to (including holders of Junior Securities) the claims of any holder of Perpetual Subordinated Capital Securities of such series. No Except in a bankruptcy, winding up, liquidation or, if the Relevant Regulator has indicated in writing that it has no objection to such payment, any payments of principal, premium, if any, and interest and interest, if any, or Deferred Interest, if any, or any sinking fund or redemption payments in respect of any of the Perpetual Subordinated Capital Securities which under the terms of such Perpetual Subordinated Capital Securities or the provisions of this Subordinated Indenture would otherwise be due for payment by any series are conditional upon the Issuer when satisfying the Solvency Condition is not satisfied shall be due at the time of and payable (without prejudice to the provisions of Section 5.03 with respect to a Payment Event)immediately after any such payment, and instead such no principal, premium, if any, and interest and interest, if any, or Deferred Interest, if any, shall be payable in respect of any series of such debt securities and neither the Issuer nor any of its Subsidiaries, as applicable, may redeem or repurchase any sinking fund or redemption payments will become due and payable only if and when and of the debt securities of any such series except to the extent that the Issuer could make such payment in whole or in part would meet the Regulatory Capital Requirement and the Issuer could still satisfy the Solvency Condition both at the time of and immediately thereafterafter, any such payment, redemption or repurchase. In the event of the bankruptcy, winding up or liquidation of the Issuer, the claims of Holders of Perpetual Subordinated Capital Securities will rank at least pari passu with all other of the Issuer’s obligations that constitute, or would but for any applicable limitations on the amount of such capital constitute, Tier 1 Capital and in priority to the claims of holders of all classes of the Issuer’s share capital (but, unless otherwise specified in the applicable Board Resolutions or supplemental indentures executed pursuant to Section 3.01 with respect to the relevant series of Perpetual Subordinated Capital Securities, pari passu with the holders of the Issuer’s most senior ranking class of issued Preference Shares, if any, except to the extent such Preference Shares represent claims of Senior Creditors). In the event of the bankruptcy, winding up or liquidation of the Issuer, the amount that shall be payable with respect to the Perpetual Subordinated Capital Securities of each series shall be determined by calculating the amount, if any, as would have been payable in respect thereof as if, on the day immediately prior to the commencement of any such bankruptcy, winding up or liquidation and thereafter, the Holders of such Perpetual Subordinated Capital Securities were the holders of preference shares Preference Shares in the capital of the Issuer having a preferential right to a return of assets in the winding up over the holders of the ordinary shares all issued classes of share capital of the Issuer (but but, unless otherwise specified in the applicable Board Resolutions or supplemental indentures executed pursuant to Section 3.01 with respect to the relevant series of Perpetual Subordinated Capital Securities, pari passu with the holders of the Issuer’s most senior ranking class of issued preference shares of the IssuerPreference Shares, if any, except to the extent such preference shares Preference Shares represent claims of Senior Creditors), assuming that such preference shares Preference Shares were entitled (to the exclusion of other rights or privileges) to receive as a return of capital in such bankruptcy, winding up or liquidation an amount equal to the principal amount of the Perpetual Subordinated Capital Securities of such series then Outstanding together with premium, if any, interest accrued to the date of repayment, if any, and Deferred Interest to the extent provided for pursuant to Section 3.01. In the event such amounts and any claims ranking pari passu are not paid in full, the holders of such Securities and claims will share ratably in any such distribution of the assets of the Issuer in proportion to the respective amounts to which they are entitled.

Subordination of Perpetual Subordinated Capital Securities. The rights and claims of the holders Holders of any series of Perpetual Subordinated Capital Securities are subordinated to Senior Creditors with respect to such Securities, including claims of any holders of Dated Subordinated Debt Securities, Perpetual Subordinated Debt Securities or any other subordinated debt securities of the issuer Issuer not expressed to rank equally with or junior to the Perpetual Subordinated Capital Securities. The following are “Senior Creditors” with respect to any series of Perpetual Subordinated Capital Securities unless otherwise provided in the Board Resolution or supplemental indenture executed pursuant to Section 3.01 establishing the terms of such Securities: (i) any creditors who are unsubordinated creditors of the Issuer with claims admitted in the event of the winding up of the Issuer; (ii) any creditors of the Issuer having claims in respect of liabilities that arerank, or are expressed to be subordinatedrank, whether only in the event of a winding up or otherwise, subordinated to the claims of unsubordinated other creditors of the Issuer (other than those whose claims constitute, or would but not further for any applicable limitation on the amount of such capital constitute, Tier 1 Capital or otherwisewhose claims rank, or are expressed to rank, equally with, or junior to, the claims of the holders of the Perpetual Subordinated Capital Securities); (iii) any creditor who is a holder creditors of Securities the Issuer whose claims are in respect of the Issuer’s outstanding debt securities that constitute Tier 2 Capital (and such other than the Perpetual Subordinated Capital Securities except those securities outstanding from time to time that rank or are expressed to rank equally with with, or junior to senior to, any such series of Perpetual Subordinated Capital SecuritiesTier 2 Capital); and (iv) all other creditors having claims, including other such creditors holding subordinated debt securities, except those that rank, or are expressed to rank, equally with (including holders of Parity Securities) or junior to (including holders of Junior Securities) the claims of any holder of Perpetual Subordinated Capital Securities of such series. No Except in a bankruptcy, winding up, liquidation or, if the Financial Services Authority has indicated that it has no objection to such payment, any payments of principal, premium, if any, and interest and interest, if any, or Deferred Interest, if any, or any sinking fund or redemption payments in respect of any of the Perpetual Subordinated Capital Securities which under the terms of such Perpetual Subordinated Capital Securities or the provisions of this Subordinated Indenture would otherwise be due for payment by any series are conditional upon the Issuer when satisfying the Solvency Condition is not satisfied shall be due at the time of and payable (without prejudice to the provisions of Section 5.03 with respect to a Payment Event)immediately after any such payment, and instead such no principal, premium, if any, and interest and interest, if any, or Deferred Interest, if any, shall be payable in respect of any series of such debt securities and neither the Issuer nor any of its Subsidiaries, as applicable, may redeem or repurchase any sinking fund or redemption payments will become due and payable only if and when and of the debt securities of any such series except to the extent that the Issuer could make such payment in whole or in part and the Issuer could still would satisfy the Regulatory Capital Requirement and Solvency Condition both at the time of and immediately thereafterafter, any such payment, redemption or repurchase. In the event of the bankruptcy, winding up or liquidation of the Issuer, the claims of Holders of Perpetual Subordinated Capital Securities will rank at least pari passu with all other of the Issuer’s obligations that constitute, or would but for any applicable limitations on the amount of such capital constitute, Tier 1 Capital and in priority to the claims of holders of all classes of the Issuer’s share capital (but, unless otherwise specified in the applicable Board Resolutions or supplemental indentures executed pursuant to Section 3.01 with respect to the relevant series of Perpetual Subordinated Capital Securities, pari passu with the holders of the Issuer’s most senior ranking class of issued Preference Shares, if any, except to the extent such Preference Shares represent claims of Senior Creditors). In the event of the bankruptcy, winding up or liquidation of the Issuer, the amount that shall be payable with respect to the Perpetual Subordinated Capital Securities of each series shall be determined by calculating the amount, if any, as would have been payable in respect thereof as if, on the day immediately prior to the commencement of any such bankruptcy, winding up or liquidation and thereafter, the Holders of such Perpetual Subordinated Capital Securities were the holders of preference shares Preference Shares in the capital of the Issuer having a preferential right to a return of assets in the winding up over the holders of the ordinary shares all issued classes of share capital of the Issuer (but but, unless otherwise specified in the applicable Board Resolutions or supplemental indentures executed pursuant to Section 3.01 with respect to the relevant series of Perpetual Subordinated Capital Securities, pari passu with the holders of the Issuer’s most senior ranking class of issued preference shares of the IssuerPreference Shares, if any, except to the extent such preference shares Preference Shares represent claims of Senior Creditors), assuming that such preference shares Preference Shares were entitled (to the exclusion of other rights or privileges) to receive as a return of capital in such bankruptcy, winding up or liquidation an amount equal to the principal amount of the Perpetual Subordinated Capital Securities of such series then Outstanding together with premium, if any, interest accrued to the date of repayment, if any, and Deferred Interest to the extent provided for pursuant to Section 3.01. In the event such amounts and any claims ranking pari passu are not paid in full, the holders of such Securities and claims will share ratably in any such distribution of the assets of the Issuer in proportion to the respective amounts to which they are entitled.