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. The following provisions relate solely to the Notes established pursuant to this Supplemental Indenture: (a) By purchasing the Notes, each Holder (including each Beneficial Owner) of the Notes acknowledges, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the cancellation of all, or a portion, of the principal amount of, or interest on, the Notes and/or (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Notes into shares or other securities or other obligations of the Company or another person, 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 above. Each Holder (including each Beneficial Owner) of the Notes further acknowledges and agrees that the rights of the holders 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. resolution authority expressed to implement such a cancellation or conversion. (b) By purchasing the Notes each Holder (including each Beneficial Owner) of the 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 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 of the Notes under Section 5.12 of the Base Indenture, and (b) neither the Base Indenture nor this First 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 the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution 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 this First Supplemental Indenture. (c) By purchasing the Notes, each Holder (including each Beneficial Owner) that acquires its 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 Notes that acquire the 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 Notes related to the U.K. bail-in power. (d) By its purchase of the Notes, each Holder and Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power 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 and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such 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 Notes 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 Notes or payment of interest on the 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 or other members of the Group. (f) Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the 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.

Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Notes established pursuant to this Supplemental Indenture: (a) By purchasing its acquisition of the NotesSecurities, each Holder (including each and Beneficial Owner) Owner of the Notes Securities acknowledges, agrees to be bound by and consents to the exercise of any U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority Resolution Authority that may result in (i) the cancellation of all, or a portion, of the principal amount of, or interest on, the Notes Securities and/or (ii) the conversion of all, or a portionportion of, of the principal amount of, or interest on, the Notes Securities into shares or other securities or other obligations of the Company or another person, which U.K. bail-in power may be exercised including by means of a variation of to the terms of the Notes solely Securities, in each case, to give effect to the aboveexercise by the Relevant U.K. Resolution Authority of such U.K. Bail-In Power. Each Holder (including each and Beneficial Owner) of the Notes Owner further acknowledges and agrees that the rights of Holders and Beneficial Owners of the holders under the Notes Securities are subject to, and will be varied, if necessary, solely so as to give effect to, the exercise of any U.K. bailBail-in power Power by the relevant Relevant U.K. resolution authority expressed to implement such Resolution Authority. For the avoidance of doubt, the potential conversion of the Securities into shares, other securities or other obligations in connection with the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority is separate and distinct from an Automatic Conversion following a cancellation or conversionCapital Adequacy Trigger Event. (b) By purchasing its acquisition of the Notes Securities, each Holder (including each and Beneficial Owner) of the Notes: (i) acknowledges and agrees that upon the exercise of the U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority it Resolution Authority with respect to the Securities or cancellation or deemed cancellation of interest on the Securities pursuant to Sections 2.03 and 2.04 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. bailBail-in power In Power by the relevant Relevant U.K. resolution authority Resolution Authority with respect to the Notes; andSecurities; (iii) acknowledges and agrees that, upon the exercise of any U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authorityResolution Authority, (a) the Trustee shall not be required to take any further directions from holders Holders or Beneficial Owners of the Notes Securities under Section 5.12 of the Base Indenture, Indenture and (b) neither the Base Indenture nor this First Supplemental Indenture shall impose any no duties upon the Trustee whatsoever with respect to the exercise of any U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority. Notwithstanding Resolution Authority (notwithstanding the foregoingforegoing in this paragraph (iii), if, following the completion of the exercise of the U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authorityResolution Authority, 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 Notes)outstanding, 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 this First Fourth Supplemental Indenture); (iv) shall be deemed to have (i) consented to the exercise of any U.K. Bail-In Power 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 Securities and (ii) authorized, directed and requested the Clearing Systems and any direct participant in the Clearing Systems 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 and such Beneficial Owner or Trustee. (c) By purchasing the Notes, each Each Holder (including each and Beneficial Owner) Owner that acquires its Notes 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 Notes Securities that acquire the Notes 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 Notes related Securities, including in relation to interest cancellation, Automatic Conversion, the Conversion Shares Offer, the U.K. bailBail-In Power and the limitations on remedies specified in powerSection 4.03 hereof. (d) By its purchase of the Notes, each Holder and Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power 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 and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such 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 Notes 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 Notes Securities or payment of interest on the Notes Securities shall become due and payable after the exercise of any U.K. bailBail-in power Power by the relevant Relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, Resolution Authority unless 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 or other members of the GroupCompany. (fe) Upon the exercise of the U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority Resolution Authority with respect to the NotesSecurities, the Company shall provide a written notice to DTC each of the Clearing Systems as soon as practicable regarding such exercise of the U.K. bailBail-in power 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 Base Indenture shall survive any exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities and any Automatic Conversion hereunder. (g) The exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities shall not constitute a Winding-Up Event or a Non-Payment Event.

Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Notes established pursuant to this Supplemental Indenture: (a) By purchasing the Notes, each Holder (including each and Beneficial Owner) Owner of the Notes acknowledges, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the cancellation of all, or a portion, of the principal amount of, or interest on, the Notes and/or (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Notes into shares or other securities or other obligations of the Company or another person, 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 above. With respect to (i) and (ii) 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 each and Beneficial Owner) Owner of the Notes further acknowledges and agrees that the rights of the holders 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. resolution authority expressed to implement such a cancellation or conversion. (b) By purchasing its purchase of the Notes each Holder (including each and Beneficial Owner) Owner of the Notes: (i) acknowledges and agrees that upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority it with respect to the Notes 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 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 of the Notes under Section 5.12 of the Base Indenture, and (b) neither none of the Base Indenture nor or this First 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 the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution 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 this First Fourth Supplemental Indenture. (c) By purchasing the Notes, each Each Holder (including each or Beneficial Owner) Owner that acquires its 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 Notes that acquire the 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 Notes related to the U.K. bail-in power. (d) By its purchase of the Notes, each Holder and Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power 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 and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such 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 Notes 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 Notes or payment of interest on the 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 or other members of the Group. (f) Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the 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.

Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Notes Securities established pursuant to this Fourth Supplemental Indenture: (a) By purchasing the NotesSecurities, each Holder (including each Beneficial Owner) of the Notes Securities acknowledges, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the cancellation of all, or a portion, of the principal amount of, or interest on, the Notes Securities and/or (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Notes Securities into shares or other securities or other obligations of the Company or another person, 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 above. Each Holder (including each Beneficial Owner) of the Notes Securities further acknowledges and agrees that the rights of the holders 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 expressed to implement such a cancellation or conversion. (b) By purchasing the Notes Securities each Holder (including each Beneficial Owner) of the NotesSecurities: (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 NotesSecurities; 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 Base Senior Indenture, and (b) neither the Base Senior Indenture nor this First 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 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 this First Fourth Supplemental Indenture. (c) By purchasing the NotesSecurities, each Holder (including each Beneficial Owner) that acquires its Notes 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 Notes Securities that acquire the Notes 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 Notes Securities related to the U.K. bail-in power. (d) By its purchase of the NotesSecurities, each Holder and Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power 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 Securities and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Notes 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 Notes Securities 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 Notes Securities or payment of interest on the Notes 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 or other members of 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 NotesSecurities, 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 purposespurposes only. ARTICLE 4 amendments to the senior indenture

Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Notes established pursuant to this Supplemental Indenture: (a) By purchasing its acquisition of the NotesSecurities, each Holder (including each and Beneficial Owner) Owner of the Notes Securities acknowledges, agrees to be bound by and consents to the exercise of any U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority Resolution Authority that may result in (i) the cancellation of all, or a portion, of the principal amount of, or interest on, the Notes Securities and/or (ii) the conversion of all, or a portionportion of, of the principal amount of, or interest on, the Notes Securities into shares or other securities or other obligations of the Company or another person, which U.K. bail-in power may be exercised including by means of a variation of to the terms of the Notes solely Securities, in each case, to give effect to the aboveexercise by the Relevant U.K. Resolution Authority of such U.K. Bail-In Power. Each Holder (including each and Beneficial Owner) of the Notes Owner further acknowledges and agrees that the rights of Holders and Beneficial Owners of the holders under the Notes Securities are subject to, and will be varied, if necessary, solely so as to give effect to, the exercise of any U.K. bailBail-in power Power by the relevant Relevant U.K. resolution authority expressed to implement such Resolution Authority. For the avoidance of doubt, the potential conversion of the Securities into shares, other securities or other obligations in connection with the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority is separate and distinct from an Automatic Conversion following a cancellation or conversionCapital Adequacy Trigger Event. (b) By purchasing its acquisition of the Notes Securities, each Holder (including each and Beneficial Owner) of the Notes: (i) acknowledges and agrees that upon the exercise of the U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority it Resolution Authority with respect to the Securities or cancellation or deemed cancellation of interest on the Securities pursuant to Sections 2.03 and 2.04 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. bailBail-in power In Power by the relevant Relevant U.K. resolution authority Resolution Authority with respect to the Notes; andSecurities; (iii) acknowledges and agrees that, upon the exercise of any U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authorityResolution Authority, (a) the Trustee shall not be required to take any further directions from holders Holders or Beneficial Owners of the Notes Securities under Section 5.12 of the Base Indenture, Indenture and (b) neither the Base Indenture nor this First Supplemental Indenture shall impose any no duties upon the Trustee whatsoever with respect to the exercise of any U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority. Notwithstanding Resolution Authority (notwithstanding the foregoingforegoing in this paragraph (iii), if, following the completion of the exercise of the U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authorityResolution Authority, 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 Notes)outstanding, 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 this First Fifth Supplemental Indenture); (iv) shall be deemed to have (i) consented to the exercise of any U.K. Bail-In Power 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 Securities 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 and such Beneficial Owner or the Trustee. (c) By purchasing the Notes, each Each Holder (including each and Beneficial Owner) Owner that acquires its Notes 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 Notes Securities that acquire the Notes 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 Notes related Securities, including in relation to interest cancellation, Automatic Conversion, the Conversion Shares Offer, the U.K. bailBail-In Power and the limitations on remedies specified in powerSection 4.03 hereof. (d) By its purchase of the Notes, each Holder and Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power 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 and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such 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 Notes 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 Notes Securities or payment of interest on the Notes Securities shall become due and payable after the exercise of any U.K. bailBail-in power Power by the relevant Relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, Resolution Authority unless 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 or other members of the GroupCompany. (fe) Upon the exercise of the U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority Resolution Authority with respect to the NotesSecurities, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bailBail-in power 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 Base Indenture shall survive any exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities and any Automatic Conversion hereunder. (g) The exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities shall not constitute a Winding-Up Event or a Non-Payment Event.

Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Notes established pursuant to this Supplemental Indenture: (a) By purchasing its acquisition of the NotesSecurities, each Holder (including each and Beneficial Owner) Owner of the Notes Securities acknowledges, agrees to be bound by and consents to the exercise of any U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority Resolution Authority that may result in (i) the cancellation of all, or a portion, of the principal amount of, or interest on, the Notes Securities and/or (ii) the conversion of all, or a portionportion of, of the principal amount of, or interest on, the Notes Securities into shares or other securities or other obligations of the Company or another person, which U.K. bail-in power may be exercised including by means of a variation of to the terms of the Notes solely Securities, in each case, to give effect to the aboveexercise by the Relevant U.K. Resolution Authority of such U.K. Bail-In Power. Each Holder (including each and Beneficial Owner) of the Notes Owner further acknowledges and agrees that the rights of Holders and Beneficial Owners of the holders under the Notes Securities are subject to, and will be varied, if necessary, solely so as to give effect to, the exercise of any U.K. bailBail-in power Power by the relevant Relevant U.K. resolution authority expressed to implement such a cancellation or conversionResolution Authority. (b) By purchasing its acquisition of the Notes Securities, each Holder (including each and Beneficial Owner) of the Notes: (i) acknowledges and agrees that upon the exercise of the U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority it Resolution Authority with respect to the Securities 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. bailBail-in power In Power by the relevant Relevant U.K. resolution authority Resolution Authority with respect to the Notes; andSecurities; (iii) acknowledges and agrees that, upon the exercise of any U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authorityResolution Authority, (a) the Trustee shall not be required to take any further directions from holders Holders or Beneficial Owners of the Notes Securities under Section 5.12 of the Base Indenture, Indenture and (b) neither the Base Indenture nor this First Supplemental Indenture shall impose any no duties upon the Trustee whatsoever with respect to the exercise of any U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority. Notwithstanding Resolution Authority (notwithstanding the foregoingforegoing in this SECTION 2.07(b)(iii), if, following the completion of the exercise of the U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authorityResolution Authority in respect of the Securities, 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 Notes)Outstanding, 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 this First Supplemental Indenture.); (civ) By purchasing the Notes, each Holder (including each Beneficial Owner) that acquires its 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 Notes that acquire the 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 Notes related to the U.K. bail-in power. (d) By its purchase of the Notes, each Holder and Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K. bailBail-in power In Power as it may be imposed without any prior notice by the relevant Relevant U.K. resolution authority Resolution Authority of its decision to exercise such power with respect to the Notes Securities and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Notes Securities to take any and all necessary action, if required, to implement the exercise of any U.K. bailBail-in power In Power with respect to the Notes Securities as it may be imposed, without any further action or direction on the part of such Holder and such Beneficial Owner or Beneficial Ownerthe Trustee. (ec) No repayment of the principal amount of the Notes Securities or payment of interest on the Notes Securities shall become due and payable after the exercise of any U.K. bailBail-in power Power by the relevant Relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, Resolution Authority unless 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 or other members of the GroupCompany. (fd) Upon the exercise of the U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority Resolution Authority with respect to the NotesSecurities, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bailBail-in power 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. (e) The Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Base Indenture shall survive any exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities. (f) The exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities shall not constitute a Winding-Up Event or a Non-Payment Event. (g) SECTION 2.07 of this First Supplemental Indenture hereby amends and replaces in its entirety Section 13.01 of the Base Indenture.

Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Notes established pursuant to this Supplemental Indenture: (a) By purchasing its acquisition of the NotesSecurities, each Holder (including each and Beneficial Owner) Owner of the Notes Securities acknowledges, agrees to be bound by and consents to the exercise of any U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority Resolution Authority that may result in (i) the cancellation of all, or a portion, of the principal amount of, or interest on, the Notes Securities and/or (ii) the conversion of all, or a portionportion of, of the principal amount of, or interest on, the Notes Securities into shares or other securities or other obligations of the Company or another person, which U.K. bail-in power may be exercised including by means of a variation of to the terms of the Notes solely Securities, in each case, to give effect to the aboveexercise by the Relevant U.K. Resolution Authority of such U.K. Bail-In Power. Each Holder (including each and Beneficial Owner) of the Notes Owner further acknowledges and agrees that the rights of Holders and Beneficial Owners of the holders under the Notes Securities are subject to, and will be varied, if necessary, solely so as to give effect to, the exercise of any U.K. bailBail-in power Power by the relevant Relevant U.K. resolution authority expressed to implement such Resolution Authority. For the avoidance of doubt, the potential conversion of the Securities into shares, other securities or other obligations in connection with the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority is separate and distinct from an Automatic Conversion following a cancellation or conversionCapital Adequacy Trigger Event. (b) By purchasing its acquisition of the Notes Securities, each Holder (including each and Beneficial Owner) of the Notes: (i) acknowledges and agrees that upon the exercise of the U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority it Resolution Authority with respect to the Securities or cancellation or deemed cancellation of interest on the Securities pursuant to Sections 2.03 and 2.04 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. bailBail-in power In Power by the relevant Relevant U.K. resolution authority Resolution Authority with respect to the Notes; andSecurities; (iii) acknowledges and agrees that, upon the exercise of any U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authorityResolution Authority, (a) the Trustee shall not be required to take any further directions from holders Holders or Beneficial Owners of the Notes Securities under Section 5.12 of the Base Indenture, Indenture and (b) neither the Base Indenture nor this First Supplemental Indenture shall impose any no duties upon the Trustee whatsoever with respect to the exercise of any U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority. Notwithstanding Resolution Authority (notwithstanding the foregoingforegoing in this paragraph (iii), if, following the completion of the exercise of the U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authorityResolution Authority, 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 Notes)outstanding, 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 this First Third Supplemental Indenture); (iv) shall be deemed to have (i) consented to the exercise of any U.K. Bail-In Power 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 Securities and (ii) authorized, directed and requested the Clearing Systems and any direct participant in the Clearing Systems 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 and such Beneficial Owner or Trustee. (c) By purchasing the Notes, each Each Holder (including each and Beneficial Owner) Owner that acquires its Notes 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 Notes Securities that acquire the Notes 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 Notes related Securities, including in relation to interest cancellation, Automatic Conversion, the Conversion Shares Offer, the U.K. bailBail-In Power and the limitations on remedies specified in powerSection 4.03 hereof. (d) By its purchase of the Notes, each Holder and Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power 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 and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such 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 Notes 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 Notes Securities or payment of interest on the Notes Securities shall become due and payable after the exercise of any U.K. bailBail-in power Power by the relevant Relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, Resolution Authority unless 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 or other members of the GroupCompany. (fe) Upon the exercise of the U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority Resolution Authority with respect to the NotesSecurities, the Company shall provide a written notice to DTC each of the Clearing Systems as soon as practicable regarding such exercise of the U.K. bailBail-in power 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 Base Indenture shall survive any exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities and any Automatic Conversion hereunder. (g) The exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities shall not constitute a Winding-Up Event or a Non-Payment Event.

Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Notes established pursuant to this Supplemental Indenture: (a) By purchasing Notwithstanding any other agreements, arrangements, or understandings between the NotesCompany and any Holder or Beneficial Owner of the Securities, by acquiring the Securities, each Holder (including each and Beneficial Owner) Owner of the Notes Securities acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority Resolution Authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Notes and/or Securities; (ii) the conversion of all, or a portionportion of, of the principal amount of, or interest on, the Notes Securities into shares or other securities or other obligations of the Company or another personperson (and the issue to, or conferral on, the Holder of the Securities such shares, securities or obligations); and/or (iii) the amendment or alteration of the maturity of the Securities, or amendment of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bailBail-in power Power may be exercised by means of a variation of the terms of the Notes Securities solely to give effect to the aboveexercise by the Relevant U.K. Resolution Authority of such U.K. Bail-In Power. Each Holder (including each and Beneficial Owner) of the Notes Owner further acknowledges and agrees that the rights of Holders and Beneficial Owners of the holders under the Notes Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bailBail-in power Power by the Relevant U.K. Resolution Authority. For the avoidance of doubt, this consent and acknowledgment is not a waiver of any rights Holders and Beneficial Owners of the Securities may have at law if and to the extent that any U.K. Bail-in Power is exercised by the relevant U.K. resolution authority expressed to implement such a cancellation or conversionin breach of laws applicable in England. (b) By purchasing its acquisition of the Notes Securities, each Holder (including each and Beneficial Owner) of the Notes: (i) acknowledges and agrees that upon the exercise of the U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority it Resolution Authority with respect to the Securities 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. bailBail-in power In Power by the relevant Relevant U.K. resolution authority Resolution Authority with respect to the Notes; andSecurities; (iii) acknowledges and agrees that, upon the exercise of any U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authorityResolution Authority, (a) the Trustee shall not be required to take any further directions from holders Holders or Beneficial Owners of the Notes Securities under Section 5.12 5.13 of the Base Indenture, Indenture and (b) neither the Base Indenture nor this First Supplemental Indenture shall impose any no duties upon the Trustee whatsoever with respect to the exercise of any U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority. Notwithstanding Resolution Authority (notwithstanding the foregoingforegoing in this SECTION 2.07(b)(iii), if, following the completion of the exercise of the U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authorityResolution Authority in respect of the Securities, 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 Notes)Outstanding, 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 this First Second Supplemental Indenture.); (civ) By purchasing the Notes, each Holder (including each Beneficial Owner) that acquires its 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 Notes that acquire the 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 Notes related to the U.K. bail-in power. (d) By its purchase of the Notes, each Holder and Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K. bailBail-in power In Power as it may be imposed without any prior notice by the relevant Relevant U.K. resolution authority Resolution Authority of its decision to exercise such power with respect to the Notes Securities and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Notes Securities to take any and all necessary action, if required, to implement the exercise of any U.K. bailBail-in power In Power with respect to the Notes Securities as it may be imposed, without any further action or direction on the part of such Holder and such Beneficial Owner or Beneficial Ownerthe Trustee. (ec) No repayment of the principal amount of the Notes Securities or payment of interest on the Notes Securities shall become due and payable after the exercise of any U.K. bailBail-in power Power by the relevant Relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, Resolution Authority unless 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 or other members of the GroupCompany. (fd) Upon the exercise of the U.K. bailBail-in power In Power by the relevant Relevant U.K. resolution authority Resolution Authority with respect to the NotesSecurities, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bailBail-in power 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. (e) The Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Base Indenture shall survive any exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities. (f) The exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities shall not constitute a Winding-Up Event or a Non-Payment Event. (g) SECTION 2.07 of this Second Supplemental Indenture hereby amends and replaces in its entirety Section 13.01 of the Base Indenture.

Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Notes Securities established pursuant to this Third Supplemental Indenture: (a) By purchasing the NotesSecurities, each Holder (including each Beneficial Owner) of the Notes Securities acknowledges, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the cancellation of all, or a portion, of the principal amount of, or interest on, the Notes Securities and/or (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Notes Securities into shares or other securities or other obligations of the Company or another person, 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 above. Each Holder (including each Beneficial Owner) of the Notes Securities further acknowledges and agrees that the rights of the holders 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 expressed to implement such a cancellation or conversion. (b) By purchasing the Notes Securities each Holder (including each Beneficial Owner) of the NotesSecurities: (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 NotesSecurities; 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 Base Senior Indenture, and (b) neither the Base Senior Indenture nor this First 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. Notwithstanding 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 this First Third Supplemental Indenture. (c) By purchasing the NotesSecurities, each Holder (including each Beneficial Owner) that acquires its Notes 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 Notes Securities that acquire the Notes 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 Notes Securities related to the U.K. bail-in power. (d) By its purchase of the NotesSecurities, each Holder and Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power 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 Securities and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Notes 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 Notes Securities 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 Notes Securities or payment of interest on the Notes 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 or other members of 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 NotesSecurities, 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 purposespurposes only. ARTICLE 4 amendments to the senior indenture