Events of Default

In the case of the Option B Notes, any interest otherwise due on an Optional Interest Payment Date will not be due if the Issuer has elected to defer that payment pursuant to Condition 6(b).

If any of the following events (Events of Default) occurs, the holder of any Note may give written notice to the Fiscal Agent at its specified office that such Note is immediately repayable, whereupon the Early Redemption Amount of such Note together (if applicable) with accrued interest to the date of payment shall become immediately due and payable (provided in the case of Subordinated Notes that repayment is subject to the consent of the Regulator if required under applicable law or regulation):

(a) Subordinated Notes

(i) Non-Payment when Due

If this Condition 11(a)(i) is specified in the Final Terms to be applicable, subject to Condition 3 and, in the case of Option B Notes, to the provisions of Condition 6(b), default is made for more than 14 days in the payment on the due date of interest or principal in respect of any of the Notes; or

(ii) Liquidation

If this Condition 11(a)(ii) is specified in the Final Terms to be applicable, the Issuer or the Guarantor is liquidated. Liquidation may occur as a result of the winding-up of the Issuer or the Guarantor (ontbinding en vereffening), bankruptcy (faillissement) or suspension of payments (surseance van betaling) of the Issuer or the Guarantor or the emergency regulation (noodregeling) being applied to the Issuer or the Guarantor if that constitutes a liquidation; or

(iii) Insolvency

If this Condition 11(a)(iii) is specified in the Final Terms to be applicable, insolvency (including moratorium (surseance van betaling and noodregeling) or bankruptcy (faillissement)) proceedings are initiated or applied for by the Issuer, the Guarantor, any Material Subsidiary or by a third party in respect of the Issuer, the Guarantor or any Material Subsidiary under any applicable law, and, in the case of a third party application, not discharged within 30 days, or any of the Issuer or the Guarantor or any Material Subsidiary is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts under any applicable law, stops, suspends or threatens to stop or suspend payment of all or any part of (or of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer, the Guarantor or any Material Subsidiary, or any such measures are officially decreed, under any applicable law; or

(iv) Winding-up or Cessation of Business

If this Condition 11(a)(iv) is specified in the Final Terms to be applicable, an administrator is appointed, an order is made or an effective resolution passed for the administration, winding-up, dissolution (ontbinding) or liquidation (vereffening) of the Issuer or the Guarantor or any Material Subsidiary under any applicable law, or the Issuer or the Guarantor or any Material Subsidiary shall apply or petition for a winding-up or administration order in respect of itself under any applicable law or ceases or threatens to cease to carry on all or a substantial part of its business or operations, in each case except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation (i) on terms approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders or (ii) in the case of a Material Subsidiary, under a solvent winding-up pursuant to a shareholders resolution whereby the undertaking and assets of the Material Subsidiary are transferred to or otherwise vested in, and its liabilities are assumed by, the Issuer or the Guarantor (as the case may be) or another of their respective Subsidiaries (notice of which shall forthwith be given by the Issuer to the Noteholders); or

(v) Guarantee

If this Condition 11(a)(v) is specified in the Final Terms to be applicable, the Guarantee is not (or is claimed by the Guarantor not to be) in full force and effect.

(b) Senior Notes

In the case of Senior Notes:

(i) Non-Payment

default is made for more than 14 days in the payment on the due date of interest or principal in respect of any of the Notes; or

(ii) Breach of Other Obligations

the Issuer or the Guarantor does not perform or comply with any one or more of its other obligations in the Notes which default is incapable of remedy or is not remedied within 30 days after notice of such default shall have been given to the Fiscal Agent at its specified office by any Noteholder; or

(iii) Cross-Default

(A) any other present or future indebtedness of the Issuer, the Guarantor or any Material Subsidiary for or in respect of moneys borrowed or raised becomes due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described), or (B) any such indebtedness is not paid when due or, as the case may be, within any originally applicable grace period, or (C) the Issuer, the Guarantor or any Material Subsidiary fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this paragraph (iii) have occurred equals or exceeds €30,000,000 or its equivalent (on the basis of the middle spot rate for the relevant currency against the euro as quoted by any leading bank on the day on which this paragraph operates); or

(iv) Insolvency

insolvency (including moratorium (surseance van betaling and noodregeling) or bankruptcy (faillissement)) proceedings are initiated or applied for by the Issuer, the Guarantor, any Material Subsidiary or by a third party in respect of the Issuer, the Guarantor or any Material Subsidiary under any applicable law, and, in the case of a third party application, not discharged within 30 days, or any of the Issuer, the Guarantor or any Material Subsidiary is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts under any applicable law, stops, suspends or threatens to stop or suspend payment of all or any part of (or of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer, the Guarantor or any Material Subsidiary, or any such measures are officially decreed, under any applicable law; or

(v) Winding-up or Cessation of Business

an administrator is appointed, an order is made or an effective resolution passed for the administration, winding-up, dissolution (ontbinding) or liquidation (vereffening) of the Issuer or the Guarantor or any Material Subsidiary under any applicable law, or the Issuer or the Guarantor or any Material Subsidiary shall apply or petition for a winding-up or administration order in respect of itself under any applicable law or ceases or threatens to cease to carry on all or a substantial part of its business or operations, in each case except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation (i) on terms approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders or (ii) in the case of a Material Subsidiary, under a solvent winding-up pursuant to a shareholders resolution whereby the undertaking and assets of the Material Subsidiary are transferred to or otherwise vested in, and its liabilities are assumed by, the Issuer or the Guarantor (as the case may be) or another of their respective Subsidiaries (notice of which shall forthwith be given by the Issuer to the Noteholders); or

(vi) Guarantee

the Guarantee is not (or is claimed by the Guarantor not to be) in full force and effect.

12. Meetings of Noteholders and Modifications