Cumulative Deferral:
If Distribution Deferral is set out hereon, the relevant Issuer may, at
its sole discretion, elect to defer (in whole and not in part) any distribution which is
otherwise scheduled to be paid on a Distribution Payment Date to the next Distribution
Payment Date by giving notice (a "Deferral Election Notice") to the Noteholders (in
accordance with Condition 14) and to the Trustee and the Issuing and Paying Agent, the
CMU Lodging and Paying Agent or the CDP Paying Agent, as the case may be, not more
than 15 nor less than 5 Business Days (or such other notice period as may be specified
hereon) prior to a scheduled Distribution Payment Date.
Dividend Stopper
(a) In respect of the Direct Issuance Perpetual Securities, if Dividend Stopper is set out
hereon and on any Distribution Payment Date, payment of all Distribution payments
scheduled to be made on such date is not made in full by reason of this Condition
4(h), the Company shall not and shall procure that none of its Subsidiaries shall:
(1) declare or pay any dividends, distributions or make any other payment on, and
will procure that no dividend, distribution or other payment is made on:
(x) if this Perpetual Security is a Senior Perpetual Security, any of the
Company's Junior Obligations; or
(y) if this Perpetual Security is a Subordinated Perpetual Security, any of the
Company's Junior Obligations or (except on a pro rata basis) any of the
Company's Parity Obligations; or
(2) redeem, reduce, cancel, buy-back or acquire for any consideration:
(x) if this Perpetual Security is a Senior Perpetual Security, any of the
Company's Junior Obligations; or
(y) if this Perpetual Security is a Subordinated Perpetual Security, any of the
Company's Junior Obligations or (except on a pro rata basis) any of the
Company's Parity Obligations,
in each case, other than (i) in connection with any employee benefit plan or similar
arrangements with or for the benefit of employees, officers, directors or consultants
of the Group, (ii) as a result of the exchange or conversion of Parity Obligations for
Junior Obligations, (iii) if the Company has made payment in whole (and not in part
only) of all outstanding Arrears of Distributions (if applicable) and any Additional
Distribution Amounts (if applicable) or (iv) when so permitted by an Extraordinary
Resolution (as defined in the Trust Deed) of the Noteholders and/or otherwise
specified in the applicable Pricing Supplement. For the avoidance of doubt, the
restrictions in this Condition 4(h)(v)(a) shall only apply to the Company's
Subsidiaries to the extent that such dividends, distributions or payments are made
in respect of the Company's Junior Obligations or in the case of Subordinated
Perpetual Securities (except on a pro rata basis) the Company's Parity Obligations
and nothing in this Condition 4(h)(v)(a) shall restrict the Company or any of its
Subsidiaries from making payment on its guarantees in respect of obligations which
are not the Company's Junior Obligations or in the case of Subordinated Perpetual
Securities (except on a pro rata basis) the Company's Parity Obligations.
Dividend Pusher
Look back period of 3 months