Common use of Agreement with Respect to Exercise of U.K. Bail-In Power Clause in Contracts

Agreement with Respect to Exercise of U.K. Bail-In Power. (a) Notwithstanding any other term of any Notes, the Indenture, or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner, by its acquisition of Notes, each Holder (including each Beneficial Owner) of the Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Notes into ordinary shares or other securities or other obligations of the Company or another person; and/or (iii) the amendment or alteration of the Maturity of the Notes, or amendment of the amount of interest due on the Notes, or the Interest Payment Dates, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Notes solely to give effect to the exercise by the relevant U.K. authority of such U.K. bail-in power. Each Holder (including each Beneficial Owner) of the Notes further acknowledges and agrees that the rights of the Holders and Beneficial Owners under the Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. authority. (b) By its acquisition of Notes each Holder and Beneficial Owner: (i) acknowledges and agrees that upon the exercise of the U.K. bail-in power by the relevant U.K. authority it shall not give rise to a Default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Notes; (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. authority, (a) the Trustee shall not be required to take any further directions from Holders of the Notes under Section 5.12 of the Indenture, and (b) neither the Base Indenture nor this Fifth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. authority; Notwithstanding paragraph (b), if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. authority, the Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Notes following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Fifth Supplemental Indenture; and (iv) (a) consented to the exercise of any U.K. bail-in power which may be imposed without any prior notice by the relevant U.K. authority of its decision to exercise such power with respect to the Notes; and

Agreement with Respect to Exercise of U.K. Bail-In Power. (a) Notwithstanding any other term of any Notes, the Indenture, or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner, by its acquisition of Notes, each Holder (including each Beneficial Owner) of the Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Notes into ordinary shares or other securities or other obligations of the Company or another person; and/or (iii) the amendment or alteration of the Maturity of the Notes, or amendment of the amount of interest due on the Notes, or the Interest Payment Dates, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Notes solely to give effect to the exercise by the relevant U.K. authority of such U.K. bail-in power. Each Holder (including each Beneficial Owner) of the Notes further acknowledges and agrees that the rights of the Holders and Beneficial Owners under the Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. authority. (b) By its acquisition of Notes each Holder and Beneficial Owner: (i) acknowledges and agrees that upon the exercise of the U.K. bail-in power by the relevant U.K. authority it shall not give rise to a Default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Notes; (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. authority, (a) the Trustee shall not be required to take any further directions from Holders of the Notes under Section 5.12 of the Indenture, and (b) neither the Base Indenture nor this Fifth Eighth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. authority; Notwithstanding paragraph (b), if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. authority, the Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Notes following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Fifth Eighth Supplemental Indenture; and (iv) (a) consented to the exercise of any U.K. bail-in power which may be imposed without any prior notice by the relevant U.K. authority of its decision to exercise such power with respect to the Notes; and

Agreement with Respect to Exercise of U.K. Bail-In Power. (a) Notwithstanding any other term of any Notes, the Indenture, or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner, by its acquisition of Notes, each Holder (including each Beneficial Owner) of the Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Notes into ordinary shares or other securities or other obligations of the Company or another person; and/or (iii) the amendment or alteration of the Maturity of the Notes, or amendment of the amount of interest due on the Notes, or the Interest Payment Dates, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Notes solely to give effect to the exercise by the relevant U.K. authority of such U.K. bail-in power. Each Holder (including each Beneficial Owner) of the Notes further acknowledges and agrees that the rights of the Holders and Beneficial Owners under the Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. authority. (b) By its acquisition of Notes each Holder and Beneficial Owner: (i) acknowledges and agrees that upon the exercise of the U.K. bail-in power by the relevant U.K. authority it shall not give rise to a Default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Notes; (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. authority, (a) the Trustee shall not be required to take any further directions from Holders of the Notes under Section 5.12 of the Indenture, and (b) neither the Base Indenture nor this Fifth Seventh Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. authority; Notwithstanding paragraph (b), if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. authority, the Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Notes following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Fifth Seventh Supplemental Indenture; and (iv) (a) consented to the exercise of any U.K. bail-in power which may be imposed without any prior notice by the relevant U.K. authority of its decision to exercise such power with respect to the Notes; and

Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Securities established pursuant to this Second Supplemental Indenture: (a) Notwithstanding any other term of any Notes, the Indenture, or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial OwnerOwner of the Securities, by its acquisition of Notespurchasing or acquiring the Securities, each Holder (including each Beneficial Owner) of the Notes Securities acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority which that may result in (i1) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the NotesSecurities; (ii2) the conversion of all, or a portion, of the principal amount of, or interest on, the Notes Securities into ordinary shares or other securities or other obligations of the Company or another person; and/or (iii3) the amendment or alteration of the Maturity maturity of the NotesSecurities, or amendment of the amount of interest due on the NotesSecurities, or the Interest Payment Datesdates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Notes Securities solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references to principal and interest shall include payments of principal and interest that have become due and payable (including principal that has become due and payable at Maturity), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder (including each and Beneficial Owner) Owner of the Notes Securities further acknowledges and agrees that the rights of the Holders and and/or Beneficial Owners under the Notes Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. (b) By its acquisition of Notes purchasing or acquiring the Securities each Holder and Beneficial OwnerOwner of the Securities: (i) acknowledges and agrees that upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority it in respect of the Securities shall not give rise to a Default default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Notes;Securities; and (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from Holders of the Notes Securities under Section 5.12 of the Subordinated Indenture, and (b) neither the Base Subordinated Indenture nor this Fifth Second Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority; . Notwithstanding paragraph (b)the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Notes Securities remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the NotesSecurities), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Notes Securities following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Fifth this Second Supplemental Indenture; and. (ivc) By purchasing the Securities, each Holder and Beneficial Owner that acquires its Securities in the secondary market shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and Beneficial Owners of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Securities related to the U.K. bail-in power. (ad) By its purchase or acquisition of the Securities, each Holder and Beneficial Owner shall also be deemed to have (i) consented to the exercise of any U.K. bail-in power which as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Notes; andSecurities and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder or Beneficial Owner or the Trustee. (e) No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to the Company and the Group. (f) Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes only.

Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Medium Term Notes, Series A for which “Bail-In Agreement” has been specified as being applicable on the face of the relevant Global Security: (a) Notwithstanding any other term of any By purchasing the Medium Term Notes, the Indenture, or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner, by its acquisition of NotesSeries A, each Holder (including each Beneficial Owner) of the Notes Medium Term Notes, Series A acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority which that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Medium Term Notes; , Series A and/or (ii) the conversion of all, or a portion, of the principal amount of, or interest or coupon on, the Notes Medium Term Notes, Series A into ordinary shares or other securities or other obligations of the Company or another person; and/or (iii) the amendment or alteration of the Maturity of the Notes, or amendment of the amount of interest due on the Notes, or the Interest Payment Dates, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Notes Medium Term Notes, Series A solely to give effect to the exercise by the relevant U.K. authority of such U.K. bail-in powerabove. Each Holder (including each Beneficial Owner) of the Notes Medium Term Notes, Series A further acknowledges and agrees that the rights of the Holders and Beneficial Owners holders under the Notes Medium Term Notes, Series A are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. authorityresolution authority expressed to implement such a cancellation or conversion. (b) By its acquisition of Notes purchasing the Medium Term Notes, Series A each Holder and (including each Beneficial Owner) of the Medium Term Notes, Series A: (i) acknowledges and agrees that upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority it in respect of the Medium Term Notes, Series A shall not give rise to a Default default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Medium Term Notes;, Series A; and (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from Holders holders of the Notes Medium Term Notes, Series A under Section 5.12 of the Base Series A Indenture, and (b) neither the Base Series A Indenture nor this Fifth Fourth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority; . Notwithstanding paragraph (b)the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Notes Medium Term Notes, Series A remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Medium Term Notes, Series A), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Notes Medium Term Notes, Series A following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Fifth this Fourth Supplemental Indenture; and. (ivc) By purchasing the Medium Term Notes, Series A, each Holder (aincluding each Beneficial Owner) that acquires its Medium Term Notes, Series A in the secondary market shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and Beneficial Owners of the Medium Term Notes, Series A that acquire the Medium Term Notes, Series A upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Medium Term Notes, Series A related to the U.K. bail-in power. (d) By its purchase of the Medium Term Notes, Series A, each Holder and Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power which as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Medium Term Notes; and, Series A and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Medium Term Notes, Series A to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Medium Term Notes, Series A as it may be imposed, without any further action or direction on the part of such Holder or Beneficial Owner. (e) No repayment of the principal amount of the Medium Term Notes, Series A or payment of interest or coupon on the Medium Term Notes, Series A shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to the Company and the Group. (f) Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Medium Term Notes, Series A, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes only. ARTICLE 4 amendments to the Base Series A Indenture

Agreement with Respect to Exercise of U.K. Bail-In Power. (a) Notwithstanding any other term of any Notes, the Indenture, or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial OwnerOwner of the Contingent Capital Notes, by its acquisition of the Contingent Capital Notes, each Holder (including and each Beneficial Owner) of the Notes Owner acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. authority which that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Contingent Capital Notes; , (ii) the conversion of all, or a portionportion of, of the principal amount of, or interest on, the Contingent Capital Notes into ordinary shares or other securities or other obligations of the Company or another person; person and/or (iii) the amendment or alteration of the Maturity of the Notes, or amendment of the amount of interest due on the Contingent Capital Notes, or the Interest Payment Datesdates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of to the terms of the Contingent Capital Notes solely to give effect to the exercise by the relevant U.K. authority of such U.K. bail-in powerabove. Each Holder (including each and Beneficial Owner) Owner of the Contingent Capital Notes further acknowledges and agrees that the rights of the Holders and and/or Beneficial Owners under the Contingent Capital Notes are subject to, and will be varied, if necessary, solely to give effect to, to the exercise of any U.K. bail-in power by the relevant U.K. authority. For the avoidance of doubt, the potential conversion of the Contingent Capital Notes into ordinary shares, other securities or other obligations in connection with the exercise of any U.K. bail-in power by the relevant U.K. authority is separate and distinct from the Automatic Conversion following a Conversion Trigger Event. (b) By its acquisition of Notes the Contingent Capital Notes, each Holder and Beneficial Owner: (i) acknowledges and agrees that upon the exercise of the U.K. bail-in power by the relevant U.K. authority it with respect to the Contingent Capital Notes or cancellation or deemed cancellation of interest on the Contingent Capital Notes pursuant to Sections ‎3.03 or ‎3.04 shall not give rise to a Default or an Event of Default default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Contingent Capital Notes; (iii) acknowledges and agrees that, (A) upon the exercise of any U.K. bail-in power by the relevant U.K. authority, (a) the Trustee shall not be required to take any further directions from Holders or Beneficial Owners of the Contingent Capital Notes under Section 5.12 of the Indenture, Contingent Convertible Securities Indenture and (bB) neither the Base Indenture nor this Fifth Supplemental Indenture shall impose any no duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. authority; . Notwithstanding paragraph (b)the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. authority, the Contingent Capital Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Contingent Capital Notes), ) then the Trustee’s duties under the Indenture shall remain applicable with respect to the Contingent Capital Notes following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture, unless the Company and the Trustee agree that a supplemental indenture or an amendment to the Fifth Supplemental Indentureis not necessary; and (iv) shall be deemed to have (ay) consented to the exercise of any U.K. bail-in power which as it may be imposed without any prior notice by the relevant U.K. authority of its decision to exercise such power with respect to the Contingent Capital Notes and (z) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Contingent Capital Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Contingent Capital Notes as it may be imposed, without any further action or direction on the part of such Holder and such Beneficial Owner or the Trustee. (c) Each Holder or Beneficial Owner that acquires its Contingent Capital Notes in the secondary market shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and Beneficial Owners that acquire the Contingent Capital Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Contingent Capital Notes; and, including in relation to interest cancellation, Automatic Conversion, the U.K. bail-in power, the Settlement Shares Offer, the write-down in the event of a Non-Qualifying Takeover Event and the limitations on remedies specified in ‎Section 5.04 hereof. (d) No repayment of the principal amount of the Contingent Capital Notes following any proposed redemption of the Contingent Capital Notes or payment of interest on the Contingent Capital Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. authority unless, at the time of such repayment or payment, such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to the Company and the Group. (e) Upon the exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Contingent Capital Notes, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders and Beneficial Owners of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes. (f) The Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Contingent Convertible Securities Indenture shall survive any exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Contingent Capital Notes and any Automatic Conversion hereunder. (g) The exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Contingent Capital Notes shall not constitute an Enforcement Event.

Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Securities established pursuant to this Twentieth Supplemental Indenture: (a) Notwithstanding any other term of any Notes, the Indenture, or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Ownerbeneficial owner of the Securities, by its acquisition of Notes, purchasing or acquiring the Securities each Holder (including each Beneficial Ownerbeneficial owner) of the Notes Securities acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority which that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the NotesSecurities; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Notes Securities into ordinary shares or other securities or other obligations of the Company or another personperson (and the issue to or conferral on the holder of such shares, securities or obligations, including by means of amendment, modification or variation of the terms of the Securities); and/or (iii) the amendment or alteration of the Maturity maturity of the NotesSecurities, or amendment of the amount of interest due on the NotesSecurities, or the Interest Payment Datesdates on which interest becomes payable, including by suspending payment for a temporary period; which any U.K. bail-in power may be exercised by means of variation of the terms of the Notes Securities solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references to principal and interest shall include payments of principal and interest that have become due and payable (including principal that has become due and payable at the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder (including and each Beneficial Owner) beneficial owner of the Notes Securities further acknowledges and agrees that the rights of the Holders and Beneficial Owners and/or beneficial owners under the Notes Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. (b) By its acquisition of Notes purchasing or acquiring the Securities, each Holder and Beneficial Ownereach beneficial owner of the Securities: (i) acknowledges and agrees that upon the no exercise of the U.K. bail-in power by the relevant U.K. resolution authority it in respect of the Securities shall not give rise to a Default default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Notes;Securities; and (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from Holders or beneficial owners of the Notes Securities under Section 5.12 of the Senior Indenture, and (b) neither the Base Senior Indenture nor this Fifth Twentieth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority; . Notwithstanding paragraph (b)the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Notes Securities remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the NotesSecurities), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Notes Securities following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Fifth this Twentieth Supplemental Indenture; and, unless the Company and the Trustee agree in writing that a supplemental indenture is not necessary. (ivc) Each Holder or beneficial owner that purchases or acquires its Securities in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and beneficial owners of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Securities, including in relation to the U.K. bail-in power. (ad) By purchasing or acquiring the Securities, each Holder and each beneficial owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power which as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Notes; andSecurities and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder or beneficial owner or the Trustee. (e) No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom applicable to the Company and the Group. (f) Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders and beneficial owners of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes. Any delay or failure by the Company in delivering the notices referred to in this paragraph shall not affect the validity and enforceability of the U.K. bail-in power. (g) The Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture shall survive any exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities.

Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Securities established pursuant to this Fifteenth Supplemental Indenture: (a) Notwithstanding any other term of any Notes, the Indenture, or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Ownerbeneficial owner of the Senior Notes, by its acquisition of Notes, purchasing or acquiring the Senior Notes each Holder (including each Beneficial Ownerbeneficial owner) of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority which that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of the Company or another personperson (and the issue to or conferral on the holder of such shares, securities or obligations, including by means of an amendment, modification or variation of the terms of the Senior Notes); and/or (iii) the amendment or alteration of the Maturity maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the Interest Payment Datesdates on which interest becomes payable, including by suspending payment for a temporary period; which any U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references to principal and interest shall include payments of principal and interest that have become due and payable (including principal that has become due and payable at the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder (including and each Beneficial Owner) beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the Holders and Beneficial Owners and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. (b) By its acquisition of Notes purchasing or acquiring the Senior Notes, each Holder and Beneficial Ownereach beneficial owner of the Senior Notes: (i) acknowledges and agrees that upon the no exercise of the U.K. bail-in power by the relevant U.K. resolution authority it in respect of the Senior Notes shall not give rise to a Default default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes;; and (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from Holders or beneficial owners of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Base Senior Indenture nor this Fifth Fifteenth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority; . Notwithstanding paragraph (b)the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Fifth this Fifteenth Supplemental Indenture; and, unless the Company and the Trustee agree in writing that a supplemental indenture is not necessary. (ivc) Each Holder or beneficial owner that acquires its Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes, including in relation to the U.K. bail-in power. (ad) By purchasing or acquiring the Senior Notes, each Holder and each beneficial owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power which as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such Holder or beneficial owner or the Trustee. (e) No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom applicable to the Company and the Group. (f) Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes; and, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders and beneficial owners of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes only.

Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Senior Notes established pursuant to this Third Supplemental Indenture: (a) Notwithstanding any other term of any Senior Notes, the Indenture, or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner, by its acquisition of the Senior Notes, each Holder (including each Beneficial Owner) of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority which that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of the Company or another person; and/or and (iii) the amendment or alteration of the Maturity maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the Interest Payment Datesdates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each Holder (including each Beneficial Owner) of the Senior Notes further acknowledges and agrees that the rights of the Holders and and/or Beneficial Owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. (b) By its acquisition of the Senior Notes each Holder and (including each Beneficial Owner) of the Senior Notes: (i) acknowledges and agrees that upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority it shall not give rise to a Default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes;; and (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (ax) the Trustee shall not be required to take any further directions from Holders holders of the Senior Notes under Section 5.12 of the Base Indenture, and (by) neither the Base Indenture nor this Fifth Third Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority; . (c) Notwithstanding paragraph (b), if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Fifth this Third Supplemental Indenture; and. (ivd) By its acquisition of the Senior Notes, each Holder and Beneficial Owner shall be deemed to have: (ai) consented to the exercise of any U.K. bail-in power which as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notes; and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such Holder or Beneficial Owner. (e) Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes. (f) No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to the Company and the Group. (g) If the Company has elected to redeem the Senior Notes but prior to the payment of the redemption amount with respect to such redemption the relevant U.K. resolution authority exercises its U.K. bail-in power with respect to any Senior Notes, the relevant redemption notices shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable. (h) Any Holder (including each Beneficial Owner) that acquires Senior Notes in the secondary market shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and Beneficial Owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the U.K. bail-in power.

Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Securities established pursuant to this Fourth Supplemental Indenture: (a) Notwithstanding any other term of any Notes, the Indenture, or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial OwnerOwner of the Securities, by its acquisition of Notespurchasing or acquiring the Securities, each Holder (including each Beneficial Owner) of the Notes Securities acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority which that may result in (i1) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the NotesSecurities; (ii2) the conversion of all, or a portion, of the principal amount of, or interest on, the Notes Securities into ordinary shares or other securities or other obligations of the Company or another person; and/or (iii3) the amendment or alteration of the Maturity maturity of the NotesSecurities, or amendment of the amount of interest due on the NotesSecurities, or the Interest Payment Datesdates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Notes Securities solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references to principal and interest shall include payments of principal and interest that have become due and payable (including principal that has become due and payable at Maturity), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder (including each and Beneficial Owner) Owner of the Notes Securities further acknowledges and agrees that the rights of the Holders and and/or Beneficial Owners under the Notes Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. (b) By its acquisition of Notes purchasing or acquiring the Securities each Holder and Beneficial OwnerOwner of the Securities: (i) acknowledges and agrees that upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority it in respect of the Securities shall not give rise to a Default default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Notes;Securities; and (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from Holders of the Notes Securities under Section 5.12 of the Subordinated Indenture, and (b) neither the Base Subordinated Indenture nor this Fifth Fourth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority; . Notwithstanding paragraph (b)the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Notes Securities remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the NotesSecurities), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Notes Securities following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Fifth this Fourth Supplemental Indenture; and. (ivc) By purchasing the Securities, each Holder and Beneficial Owner that acquires its Securities in the secondary market shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and Beneficial Owners of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Securities related to the U.K. bail-in power. (ad) By its purchase or acquisition of the Securities, each Holder and Beneficial Owner shall also be deemed to have (i) consented to the exercise of any U.K. bail-in power which as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Notes; andSecurities and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder or Beneficial Owner or the Trustee. (e) No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to the Company and the Group. (f) Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes only.