300000000 QBE Capital Funding LP - Irish Stock Exchange

Capital Securities—Alternate Interest Settlement Mechanism.” If
interest is not paid in full on the UK Capital Securities on or within
twenty (20) Business Days after an Interest Payment Date and the
Issuer has no other funds available to pay a distribution in full on the
Capital Securities on the corresponding Distribution Payment Date,
the Exchange Event will occur and QBE will deliver QBE Preferred
Securities to holders of the Capital Securities in exchange therefor, as
described below under “Exchange Event.”
If the outstanding UK Capital Securities cease to constitute regulatory
capital of QBE UK, then notwithstanding any other provision of the
UK Capital Securities, the payment of interest on the UK Capital
Securities will no longer be subject to the condition that no QBE UK
Stopper or APRA Condition with respect to that payment then exists
or to the UK Solvency Condition being satisfied.
Notwithstanding any other provision of the UK Capital Securities,
payment of accrued interest will be subject to a QBE UK Stopper and
deferred until such time as the UK Capital Securities are redeemed to
the extent that and so long as such payment would be prohibited by
any indebtedness of or instrument issued by QBE UK that ranks
senior or equal to the UK Capital Securities with respect to payments
of interest, distributions or similar payments.
Subject to the exceptions and limitations described in this Offering
Memorandum, QBE UK will make payments under the UK Capital
Securities without withholding or deduction for or on account of any
present or future taxes, duties, assessments or governmental charges
of whatever nature which are imposed or levied by or on behalf of the
Bailiwick of Jersey, the United Kingdom, Australia or any other
jurisdiction from which a payment thereon is made unless the
withholding or deduction is required by law. In that event, QBE UK
will pay such Additional Amounts as may be necessary in order that
the net amounts received by the Issuer after that withholding or
deduction will equal the amount which would have been received
with respect to the UK Capital Securities in the absence of that
withholding or deduction.
Capital Securities Guarantee
Agreement ......................
QBE,pursuant to the Capital Securities Guarantee Agreement, will
guarantee payment of the obligations of the Issuer under the Capital
Securities, (i) prior to the date, if any, on which the Exchange Event
occurs, only to the extent that the Issuer has funds available for
distribution to holders of the Capital Securities and (ii) after the date,
if any, on which the Exchange Event occurs, whether or not the Issuer
has funds available for distribution to holders of the Capital Securities
(if the Capital Securities remain outstanding), in the case of (i) or (ii),
so long as no QBE Australia Stopper or APRA Condition with respect
to that payment exists; provided that, if the Exchange Event is the
failure of the Issuer to pay a distribution in full on or within twenty
(20) Business Days after a Distribution Payment Date, the only reason
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