Upon the occurrence of a Change of Control Event, each Noteholder will have the option (“Change of Control Put Option”), exercisable during the period fixed by the Issuer, which shall end on a Business Day no earlier than 30 days or later than 60 days after a Change of Control Put Event Notice (as defined below) is given (“Change of Control Put Period”), to require the Issuer to redeem all or any part of that Noteholder’s Notes at a redemption price (“Change of Control Redemption Price”) equal to 100 per cent of the outstanding principal amount of such Notes, together with accrued and unpaid interest, if any, to but excluding the date of redemption.

Change of Control means, subject to the Overriding Principle:

(a) a person other than a Sponsor or an entity set out in sub-paragraph (c) obtains Control of a Limited Security Provider; or
(b) a Sponsor or the Sponsors together cease to have Control of a Limited Security Provider, unless:
(c)in the circumstances described in sub-paragraph (a) above, the person who obtains Control of the relevant Limited Security Provider is:

(i) a Sponsor;
(ii) a Managed Fund which is not a Sponsor;
(iii) a Tawreed Affiliate which is not a Sponsor; or
(iv) a Subsidiary of, and which is Controlled by, a Sponsor or a Managed Fund; or

(d) in the circumstances described in sub-paragraph (b) above:

(i) a Sponsor;
(ii) a Managed Fund which is not a Sponsor;
(iii) a Tawreed Affiliate which is not a Sponsor; or
(iv) a Subsidiary of, and which is Controlled by, a Sponsor or a Managed Fund,
retains (whether alone or together with other Sponsors (or entities permitted under sub-paragraphs (d)(i) to (d)(iv) above)) Control of the Limited Security Providers.

Change of Control Event means an event with both of the following consequences:

(a) at any time after the Issue Date, a Change of Control occurs; and
(b) one of the following paragraphs (i) or (ii) applies:
(i) the Notes cease to have an Investment Grade Credit Rating at any time within 90 days of the occurrence of an event described in paragraph (a) as a result of the event described in paragraph (a); or
(ii) the Notes did not have an Investment Grade Credit Rating (or were not rated by a Ratings Agency) at the time of the occurrence of an event described in paragraph (a).

For the avoidance of doubt, the Notes will not cease to have an Investment Grade Credit Rating for so long as they have at least one Investment Grade Credit Rating from a Rating Agency, provided that an Investment Grade Credit Rating was assigned to the Notes by that Rating Agency immediately prior to the occurrence of an event described in paragraph (a). Control in respect of an entity:

(a) has the meaning given in section 50AA of the Corporations Act as at the date of this document; or
(b) means being in a position to cast, or control the casting of, more than 50% of the maximum number of votes that may be cast at a general meeting, or the ability to control, directly or indirectly, more than 50% of the composition of the board of directors of that entity. For the purposes of applying this definition (including any limb thereof) and for determining whether a Change of Control has occurred under paragraph (a) or (b) of the definition of “Change of Control”, but subject always to the Overriding Principle, a reference to a person or an entity shall include a reference to any trust or investment fund (of any type or structure) managed or advised by that person or entity, provided that, in the case of an advisory role with respect to the trust or investment fund, the person or entity advising has an ability to give binding directions or make decisions with respect to the operating and financial policies of the trust or investment fund.