banif finance, ltd.

Kingdom, such Notes must: (i) have a minimum redemption valueof £100,000 (or its equivalent in other currencies) and be issuedonly to persons whose ordinary activities involve them in acquiring,holding, managing or disposing of investments (as principal oragent) for the purposes of their businesses or who it is reasonable toexpect will acquire, hold, manage or dispose of investments (asprincipal or agent) for the purposes of their businesses; or (ii) beissued in other circumstances which do not constitute acontravention of section 19 of the FSMA by the relevant Issuer.Redemption:Optional Redemption:Tax Redemption:Interest:Denominations:Negative Pledge:Cross Default:Taxation:Notes may be redeemable at par or at such other RedemptionAmount (detailed in a formula, index or otherwise) as may bespecified in the relevant Pricing Supplement. Notes may also beredeemable in two or more instalments on such dates and in suchmanner as may be specified in the relevant Pricing Supplement.Notes may be redeemed before their stated maturity at the option ofthe relevant Issuer (either in whole or in part) and/or theNoteholders to the extent (if at all) specified in the relevant PricingSupplement.Except as described in “Optional Redemption” above, earlyredemption will only be permitted for tax reasons as described inCondition 10(b) (Redemption and Purchase – Redemption for taxreasons).Notes may be interest-bearing or non-interest bearing. Interest (ifany) may accrue at a fixed rate or a floating rate or other variablerate or be index-linked and the method of calculating interest mayvary between the issue date and the maturity date of the relevantSeries.Notes issued by Banif Finance which may be listed on theLuxembourg Stock Exchange and/or admitted to listing, tradingand/or quotation by any other listing authority, stock exchangeand/or quotation system situated or operating in a member state ofthe European Union may not (a) have a minimum denomination ofless than EUR1,000 (or nearly equivalent in another currency), or(b) carry the right to acquire shares (or transferable securitiesequivalent to shares) issued by Banif Finance or by any entity towhose group Banif Finance belongs. Subject thereto, Notes will beissued in such denominations as may be specified in the relevantPricing Supplement, subject to compliance with all applicable legaland/or regulatory and/or central bank requirements.The Notes will have the benefit of a negative pledge as described inCondition 5 (Negative Pledge).The Notes will have the benefit of a cross default as described inCondition 13 (Events of Default).All payments in respect of Notes will be made free and clear ofwithholding taxes of the country of incorporation of the relevantIssuer, or if applicable, the Guarantor, or if different, the country oftax residence of the Issuer, or if applicable, the Guarantor, as thecase may be, unless the withholding is required by law. In thatevent, the Issuer will (subject as provided in Condition 128