Common use of Contractual Recognition of Bail-In Clause in Contracts

Contractual Recognition of Bail-In. Notwithstanding any other term of this Underwriting Agreement or any other agreements, arrangements or understanding between the Underwriters that are subject to Bail-in Legislation (as defined below) (together, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts and agrees to be bound by: (i) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to the Covered EU Banks (the “Relevant Resolution Authority”) in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) of such Covered EU Banks to the Company under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (a) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (b) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Covered EU Banks or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (c) the cancellation of the BRRD Liability; or (d) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. For purposes of this Section 2(q), “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/.

Contractual Recognition of Bail-In. Notwithstanding any other term (a) Each of the parties to this Underwriting Agreement or any other agreementsacknowledges, arrangements or understanding between the Underwriters accepts, and agrees that are liabilities arising under this Agreement may be subject to the exercise of Bail-in Legislation (as defined below) (together, Powers by the “Covered EU Banks”) Relevant Resolution Authority and the Company, the Company acknowledges, accepts and agrees to be bound by: : (i) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to by the Covered EU Banks (the “Relevant Resolution Authority”) Authority in relation to any liability as defined under BRRD Liability of the applicable Bail-in Legislation (a “BRRD Liability”) Underwriters to each of such Covered EU Banks to the Company and the Significant Guarantors under this Underwriting Agreement, that which (without limitation) may include and result in any of the following, following or some combination thereof: (aw) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (bx) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Covered EU Banks Underwriters or another person (and the issue to or conferral on each of the Company and the Significant Guarantors of such shares, securities or obligations); (cy) the cancellation of the BRRD Liability; or and/or (dz) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and and (ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. For purposes . (b) Each of the parties to this Agreement acknowledges and accepts that this provision is exhaustive on the matters described herein to the exclusion of any other term of this Section 2(q)Agreement or any other agreements, “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implementedarrangements, or which at any time implementsunderstandings between the parties hereto, Directive 2014/59/EU establishing a framework for relating to the recovery and resolution subject matter of credit institutions and investment firms, the relevant implementing law, regulation, rule or requirement as described this Agreement. (c) As used in the EU Bail-in Legislation Schedule from time to time. “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/.this Section 18,

Contractual Recognition of Bail-In. 23.1 Notwithstanding any other term of this Underwriting Agreement or any other agreements, arrangements arrangements, or understanding between the Underwriters Issuer and any Dealer, each of the Issuer and Dealers acknowledges and accepts that are a Liability arising under this Agreement may be subject to the exercise of the Relevant Bail-in Legislation (as defined below) (togetherPower by the Relevant Resolution Authority, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts accepts, and agrees to be bound by: : (ia) the exercise and effect of the exercise of WriteRelevant Bail-down and Conversion powers as defined in Power by the Relevant Resolution Authority in relation to a Liability of the relevant Bail-in Legislation (Issuer or a Dealer, as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to the Covered EU Banks (the “Relevant Resolution Authority”) in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) of such Covered EU Banks to the Company applicable, under this Underwriting Agreement, that which exercise (without limitation) may include and result in any of the following, or some combination thereof: : (ai) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; ; (bii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Covered EU Banks Issuer, the relevant Dealer or another person as the case may be (and the issue to or conferral on a Dealer or the Company Issuer, as the case may be, of such shares, securities or obligations); , including by means of an amendment, modification or variation of the terms of this Agreement; (ciii) the cancellation of the BRRD Liability; or and (div) the amendment or alteration of the amounts due in relation to the Liability, including any interest, if applicable, thereon, the maturity or the dates date on which any the payments are due, including by suspending payment for a temporary period; and and (iib) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of the Relevant Bail-in Powers Power by the Relevant Resolution Authority. . 23.2 This clause 23 will only apply to the extent that (i) this Agreement is considered to be governed by the law of a third country outside the European Union; and (ii) the Relevant Resolution Authority has not determined that the Liabilities arising under this Agreement may be subject to the exercise of the Relevant Bail-in Power by the Relevant Resolution Authority pursuant to such law, in each case for the purposes of Article 55 of the BRRD. 23.3 The exercise of the Relevant Bail-Power by the Relevant Resolution Authority pursuant to any relevant laws, regulations, rules or requirements, as the case may be, is not dependent on the application of this clause 23. 23.4 No repayment or payment of amounts due on the Notes, will become due and payable or be paid after the exercise of the Relevant Bail-in Power by the Relevant Resolution Authority if and to the extent such amounts have been reduced, converted cancelled, amended or altered as a result of such exercise. 23.5 Neither a reduction or cancellation, in part or in full, of the Liability, the conversion thereof into another security or obligation of the Issuer, the relevant Dealer or another person, as a result of the exercise of the Relevant Bail-in Power by the Relevant Resolution Authority with respect to the Issuer or the Relevant Dealer, nor the exercise of the Relevant Bail-in Power by the Relevant Resolution Authority with respect to the Notes, will be an event of default. 23.6 For the purposes of this Section 2(q), “Bail-in Legislation” clause 23: (a) BRRD means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU of 15 May 2014 establishing a the framework for the recovery and resolution of credit institutions and investment firmsfirms or such other directive as may come into effect in place thereof, as implemented in Norway or in the jurisdiction of the relevant implementing lawDealer, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “EU Bail-in Legislation Schedule” means the document described as such, then in effectapplicable, and published by the Loan Market Association (as amended or any successor person) replaced from time to time at xxxx://xxx.xxx.xx.xxx/.and including any relevant implementing regulatory provisions;

Contractual Recognition of Bail-In. 10.1 Notwithstanding any other term of this Underwriting Agreement or any other agreements, arrangements arrangements, or understanding between the Underwriters Issuer and the Calculation Agent, each of the Issuer and the Calculation Agent acknowledges and accepts that are a Liability arising under this Agreement may be subject to the exercise of the Relevant Bail-in Legislation (as defined below) (togetherPower by the Relevant Resolution Authority, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts accepts, and agrees to be bound by: : (ia) the exercise and effect of the exercise of WriteRelevant Bail-down and Conversion powers as defined in Power by the Relevant Resolution Authority in relation to a Liability of the relevant Bail-in Legislation (Issuer or the Calculation Agent, as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to the Covered EU Banks (the “Relevant Resolution Authority”) in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) of such Covered EU Banks to the Company applicable, under this Underwriting Agreement, that which exercise (without limitation) may include and result in any of the following, or some combination thereof: : (ai) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; ; (bii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Covered EU Banks Issuer, the Calculation Agent or another person as the case may be (and the issue to or conferral on the Company Calculation Agent or the Issuer, as the case may be, of such shares, securities or obligations); , including by means of an amendment, modification or variation of the terms of this Agreement; (ciii) the cancellation of the BRRD Liability; or and (div) the amendment or alteration of the amounts due in relation to the Liability, including any interest, if applicable, thereon, the maturity or the dates date on which any the payments are due, including by suspending payment for a temporary period; and and (iib) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of the Relevant Bail-in Powers Power by the Relevant Resolution Authority. . 10.2 This clause 10 will only apply to the extent that (i) this Agreement is considered to be governed by the law of a third country outside the European Union; and (ii) the Relevant Resolution Authority has not determined that the Liabilities arising under this Agreement may be subject to the exercise of the Relevant Bail-in Power by the Relevant Resolution Authority pursuant to such law, in each case for the purposes of Article 55 of the BRRD. 10.3 The exercise of the Relevant Bail-Power by the Relevant Resolution Authority pursuant to any relevant laws, regulations, rules or requirements, as the case may be, is not dependent on the application of this clause 10. 10.4 No repayment or payment of amounts due on the Notes, will become due and payable or be paid after the exercise of the Relevant Bail-in Power by the Relevant Resolution Authority if and to the extent such amounts have been reduced, converted cancelled, amended or altered as a result of such exercise. 10.5 Neither a reduction or cancellation, in part or in full, of the Liability, the conversion thereof into another security or obligation of the Issuer, the Calculation Agent or another person, as a result of the exercise of the Relevant Bail-in Power by the Relevant Resolution Authority with respect to the Issuer or the Calculation Agent, nor the exercise of the Relevant Bail-in Power by the Relevant Resolution Authority with respect to the Notes, will be an event of default. 10.6 For the purposes of this Section 2(q), “Bail-in Legislation” clause 10: (a) BRRD means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU of 15 May 2014 establishing a the framework for the recovery and resolution of credit institutions and investment firmsfirms or such other directive as may come into effect in place thereof, the relevant implementing law, regulation, rule as implemented in Norway or requirement as described in the EU Bail-in Legislation Schedule from time to time. “EU Bail-in Legislation Schedule” means jurisdiction of the document described Calculation Agent, as such, then in effectapplicable, and published by the Loan Market Association (as amended or any successor person) replaced from time to time at xxxx://xxx.xxx.xx.xxx/.and including any relevant implementing regulatory provisions;

Contractual Recognition of Bail-In. 21.1 Notwithstanding any other term of this Underwriting Agreement or any other agreements, arrangements arrangements, or understanding between the Underwriters Issuer and any Dealer, each of the Issuer and Dealers acknowledges and accepts that are a Liability arising under this Agreement may be subject to the exercise of the Relevant Bail-in Legislation (as defined below) (togetherPower by the Relevant Resolution Authority, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts accepts, and agrees to be bound by: : (ia) the exercise and effect of the exercise of WriteRelevant Bail-down and Conversion powers as defined in Power by the Relevant Resolution Authority in relation to a Liability of the relevant Bail-in Legislation (Issuer or a Dealer, as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to the Covered EU Banks (the “Relevant Resolution Authority”) in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) of such Covered EU Banks to the Company applicable, under this Underwriting Agreement, that which exercise (without limitation) may include and result in any of the following, or some combination thereof: : (ai) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; ; (bii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Covered EU Banks Issuer, the relevant Dealer or another person as the case may be (and the issue to or conferral on a Dealer or the Company Issuer, as the case may be, of such shares, securities or obligations); , including by means of an amendment, modification or variation of the terms of this Agreement; (ciii) the cancellation of the BRRD Liability; or and (div) the amendment or alteration of the amounts due in relation to the Liability, including any interest, if applicable, thereon, the maturity or the dates date on which any the payments are due, including by suspending payment for a temporary period; and and (iib) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of the Relevant Bail-in Powers Power by the Relevant Resolution Authority. . 21.2 This clause 21 will only apply to the extent that (i) this Agreement is considered to be governed by the law of a third country outside the European Union; and (ii) the Relevant Resolution Authority has not determined that the Liabilities arising under this Agreement may be subject to the exercise of the Relevant Bail-in Power by the Relevant Resolution Authority pursuant to such law, in each case for the purposes of Article 55 of the BRRD. 21.3 The exercise of the Relevant Bail-Power by the Relevant Resolution Authority pursuant to any relevant laws, regulations, rules or requirements, as the case may be, is not dependent on the application of this clause 21. 21.4 No repayment or payment of amounts due on the Notes, will become due and payable or be paid after the exercise of the Relevant Bail-in Power by the Relevant Resolution Authority if and to the extent such amounts have been reduced, converted cancelled, amended or altered as a result of such exercise. 21.5 Neither a reduction or cancellation, in part or in full, of the Liability, the conversion thereof into another security or obligation of the Issuer, the relevant Dealer or another person, as a result of the exercise of the Relevant Bail-in Power by the Relevant Resolution Authority with respect to the Issuer or the relevant Dealer, nor the exercise of the Relevant Bail-in Power by the Relevant Resolution Authority with respect to the Notes, will be an event of default. 21.6 For the purposes of this Section 2(q), “Bail-in Legislation” clause 21: (a) BRRD means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU of 15 May 2014 establishing a the framework for the recovery and resolution of credit institutions and investment firmsfirms or such other directive as may come into effect in place thereof, as implemented in Norway or in the jurisdiction of the relevant implementing lawDealer, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “EU Bail-in Legislation Schedule” means the document described as such, then in effectapplicable, and published by the Loan Market Association (as amended or any successor person) replaced from time to time at xxxx://xxx.xxx.xx.xxx/.and including any relevant implementing regulatory provisions;

Contractual Recognition of Bail-In. Notwithstanding any other term of this Underwriting Agreement or any other agreements, arrangements or understanding between the Underwriters that are subject to Bail-in Legislation (as defined below) (together, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts and agrees to be bound by: (i) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to the Covered EU Banks (the “Relevant Resolution Authority”) in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) of such Covered EU Banks to the Company under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (a) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (b) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Covered EU Banks or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (c) the cancellation of the BRRD Liability; or (d) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. For purposes of this Section 2(q), “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/.by

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other term of this Underwriting Agreement or and/or any other agreements, arrangements arrangements, or understanding understandings between any BRRD Party and the Underwriters Issuer, each of the parties to this Agreement acknowledges and accepts that are a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Legislation (as defined below) (together, Powers by the “Covered EU Banks”) Relevant Resolution Authority and the Company, the Company acknowledges, accepts accepts, consents and agrees to be bound by: : (ia) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to the Covered EU Banks (the “by any Relevant Resolution Authority”) Authority in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) Liability of such Covered EU Banks any BRRD Party to the Company Issuer under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (ai) the reduction of all, or a portion, of the any BRRD Liability or outstanding amounts due thereon; ; (bii) the conversion of all, or a portion, of the any BRRD Liability into shares, other securities or other obligations of the Covered EU Banks relevant BRRD Party or another person (and the issue to or conferral on the Company Issuer of such shares, securities or obligations); obligations);‌ (ciii) the cancellation of the any BRRD Liability; or or (div) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and and (iib) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the any Relevant Resolution Authority. For purposes of In this Section 2(q), “clause 34: Bail-in Legislation” Legislation means in relation to a member state of the European Economic Area EEA which has implemented, or which at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firmsBRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “; Bail-in Powers means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule” , in relation to the relevant Bail-in Legislation; BRRD means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; BRRD Liability means a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in Legislation may be exercised; BRRD Party means any party to this Agreement that is subject to Bail-in Powers; EU Bail-in Legislation Schedule means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/.xxxxx://xxx.xxx.xx.xxx/documents-guidelines/eu-bail-legislation-schedule; and Relevant Resolution Authority means, in respect of any BRRD Party, the resolution authority with the ability to exercise any Bail-in Powers in relation to such BRRD Party.

Contractual Recognition of Bail-In. Notwithstanding any other term of this Underwriting Agreement or any other agreements, arrangements or understanding between the Underwriters that are subject to Bail-in Legislation (as defined below) (together, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts and agrees to be bound by: (i) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to the Covered EU Banks (the “Relevant Resolution Authority”) in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) of such Covered EU Banks to the Company under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (a) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (b) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Covered EU Banks or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (c) the cancellation of the BRRD Liability; or (d) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. For purposes of this Section 2(q), “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/.Relevant

Contractual Recognition of Bail-In. 11.1 Notwithstanding and to the exclusion of any other term of in this Underwriting Agreement or any other agreements, arrangements arrangements, or understanding understandings between or among any of the Underwriters parties to this Agreement, each of the parties to this Agreement acknowledges, accepts and agrees that are a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Legislation (as defined below) (togetherPowers by the Relevant Resolution Authority, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts and agrees to be bound by: : (ia) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to by the Covered EU Banks (the “Relevant Resolution Authority”) Authority in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) Liability of such Covered EU Banks any BRRD Entity to the Company it under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (ai) the reduction of all, or a portion, of the any BRRD Liability or outstanding amounts due thereon; ; (bii) the conversion of all, or a portion, of the any BRRD Liability into shares, other securities or other obligations of the Covered EU Banks relevant BRRD Entity or another person (and the issue to or conferral on the Company it of such shares, securities or obligations); ; (ciii) the cancellation of the any BRRD Liability; or and (div) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and and (iib) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. . 11.2 For the purposes of this Section 2(q), “Clause 11: (a) Bail-in Legislation” Legislation means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firmsBRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “; (b) Bail-in Powers means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule” , in relation to the relevant Bail-in Legislation; (c) BRRD means Directive 2014/59/EU, as amended or replaced from time to time; (d) BRRD Entity means any party to this Agreement that is subject to Bail-in Powers; (e) BRRD Liability means a liability in respect of which the relevant Bail-in Powers may be exercised;‌ (f) EU Bail-in Legislation Schedule means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time; and (g) Relevant Resolution Authority means, in respect of any BRRD Entity, the resolution authority with the ability to exercise any Bail-in Powers in relation to such BRRD Entity. This Agreement has been entered into on the date stated at the beginning of this Agreement. By: [Address of Calculation Agent] Email: [ ] Attention: [ ] By: 00 xxxxxx X.X. Xxxxxxx L-2085 Luxembourg Luxembourg Email: xxx.xxxxxxxxx@xxxxxxxxxx.xxx Attention: Corporate Trust Services – Paying Agent Series Number Issue Date Maturity Date Title and Nominal Amount NGN [Yes/No] Annotation by Calculation Agent/Issuer SCHEDULE 2‌‌ This Note is one of a Series (as defined below) of Notes issued by Xxxxxx AS (the Issuer) pursuant to the Agency Agreement (as defined below). References herein to the Notes shall be references to the Notes of this Series and shall mean: (a) in relation to any Notes represented by a global Note (a Global Note), units of each Specified Denomination in the Specified Currency; (b) any Global Note; and (c) any definitive Notes issued in exchange for a Global Note. The Notes and the Coupons (as defined below) have the benefit of an Agency Agreement (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement) dated 5 December 2023 and made between the Issuer, BNP Paribas, Luxembourg Branch as issuing and principal paying agent and agent bank (the Agent, which expression shall include any successor agent, and together with any additional or successor paying agents appointed from time to time, the Paying Agents). The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note which complete these Terms and Conditions (the Conditions) or, if this Note is a Note which is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Regulation (an Exempt Note), the final terms (or the relevant provisions thereof) are set out in Part A of the Pricing Supplement and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Conditions, replace or modify the Conditions for the purposes of this Note. References to the applicable Final Terms are, unless otherwise stated, to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note. Any reference in the Conditions to applicable Final Terms shall be deemed to include a reference to applicable Pricing Supplement where relevant. The expression Prospectus Regulation means Regulation (EU) 2017/1129. Interest bearing definitive Notes have interest coupons (Coupons) and, in the case of Notes which, when issued in definitive form, have more than 27 interest payments remaining, talons for further Coupons (Talons) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Global Notes do not have Coupons or Talons attached on issue. Any reference to Noteholders or holders in relation to any Notes shall mean the holders of the Notes and shall, in relation to any Notes represented by a Global Note, be construed as provided below. Any reference herein to Couponholders shall mean the holders of the Coupons and shall, unless the context otherwise requires, include the holders of the Talons. As used herein, Tranche means Notes which are identical in all respects (including as to listing and admission to trading) and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which (a) are expressed to be consolidated and form a single series and (b) have the same terms and conditions or terms and conditions which are the same in all respects save for the amount and date of the first payment of interest thereon and the date from which interest starts to accrue. The Noteholders and the Couponholders are entitled to the benefit of the Deed of Covenant (such Deed of Covenant as modified and/or supplemented and/or restated from time to time, the Deed of Covenant) dated 15 December 2017 and made by the Issuer. The original of the Deed of Covenant is held by the common depositary for Euroclear (as defined below) and Clearstream, Luxembourg (as defined below). Copies of the Agency Agreement and the Deed of Covenant (i) are available for inspection or collection during normal business hours at xxxx://xxx.xxx.xx.xxx/.the specified office of each of the Paying Agents or (ii) may be provided by email to a Noteholder following their prior written request to any Paying Agent and provision of proof of holding and identity (in a form satisfactory to the relevant Paying Agent). If the Notes are to be admitted to trading on the regulated market of the Luxembourg Stock Exchange the applicable Final Terms will be published on the website of the Luxembourg Stock Exchange (xxx.xxxxx.xxx). If this Note is an Exempt Note, the applicable Pricing Supplement will only be obtainable by a Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory to the Issuer and the relevant Paying Agent as to its holding of such Notes and identity. The Noteholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Agency Agreement, the Deed of Covenant and the applicable Final Terms which are applicable to them. The statements in the Conditions include summaries of, and are subject to, the detailed provisions of the Agency Agreement. Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail. In the Conditions, euro means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.

Contractual Recognition of Bail-In. 34.1 Notwithstanding and to the exclusion of any other term of in this Underwriting Agreement or any other agreements, arrangements arrangements, or understanding understandings between or among any of the Underwriters parties to this Agreement, each of the parties to this Agreement acknowledges, accepts and agrees that are a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Legislation (as defined below) (togetherPowers by the Relevant Resolution Authority, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts and agrees to be bound by: : (ia) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to by the Covered EU Banks (the “Relevant Resolution Authority”) Authority in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) Liability of such Covered EU Banks any BRRD Entity to the Company it under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (ai) the reduction of all, or a portion, of the any BRRD Liability or outstanding amounts due thereon; ; (bii) the conversion of all, or a portion, of the any BRRD Liability into shares, other securities or other obligations of the Covered EU Banks relevant BRRD Entity or another person (and the issue to or conferral on the Company it of such shares, securities or obligations); ; (ciii) the cancellation of the any BRRD Liability; or and (div) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and and (iib) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. . 34.2 For the purposes of this Section 2(q), “Clause 34: (a) Bail-in Legislation” Legislation means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firmsBRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “; (b) Bail-in Powers means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule” , in relation to the relevant Bail-in Legislation; (c) BRRD means Directive 2014/59/EU, as amended or replaced from time to time; (d) BRRD Entity means any party to this Agreement that is subject to Bail-in Powers; (e) BRRD Liability means a liability in respect of which the relevant Bail-in Powers may be exercised; (f) EU Bail-in Legislation Schedule means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/.time; and (g) Relevant Resolution Authority means, in respect of any BRRD Entity, the resolution authority with the ability to exercise any Bail-in Powers in relation to such BRRD Entity.

Contractual Recognition of Bail-In. 11.1 Notwithstanding and to the exclusion of any other term of in this Underwriting Agreement or any other agreements, arrangements arrangements, or understanding understandings between or among any of the Underwriters parties to this Agreement, each of the parties to this Agreement acknowledges, accepts and agrees that are a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Legislation (as defined below) (togetherPowers by the Relevant Resolution Authority, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts and agrees to be bound by: : (ia) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to by the Covered EU Banks (the “Relevant Resolution Authority”) Authority in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) Liability of such Covered EU Banks any BRRD Entity to the Company it under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (ai) the reduction of all, or a portion, of the any BRRD Liability or outstanding amounts due thereon; ; (bii) the conversion of all, or a portion, of the any BRRD Liability into shares, other securities or other obligations of the Covered EU Banks relevant BRRD Entity or another person (and the issue to or conferral on the Company it of such shares, securities or obligations); ; (ciii) the cancellation of the any BRRD Liability; or and (div) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and and (iib) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. . 11.2 For the purposes of this Section 2(q), “Clause 11: (a) Bail-in Legislation” Legislation means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firmsBRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “; (b) Bail-in Powers means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule” , in relation to the relevant Bail-in Legislation; (c) BRRD means the document described Directive 2014/95/EU, as such, then in effect, and published by the Loan Market Association (amended or any successor person) replaced from time to time at xxxx://xxx.xxx.xx.xxx/.time; (d) BRRD Entity means any party to this Agreement that is subject to Bail-in Powers;

Contractual Recognition of Bail-In. Notwithstanding any other term of this Underwriting Agreement or any other agreements, arrangements or understanding between the Underwriters that are subject to Bail-in Legislation (as defined below) (together, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts and agrees to be bound by: (i) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to the Covered EU Banks (the “Relevant Resolution Authority”) in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) of such Covered EU Banks to the Company under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (a) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (b) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Covered EU Banks or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (c) the cancellation of the BRRD Liability; or (d) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. For purposes of this Section 2(q)22, “Bail-in Legislation” means means, in relation to the United Kingdom, Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings), and in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU EU, as amended by Directive 2019/879/EU, establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/.xxxx://xxx.xxx.xx.xxx/. (O) The Underwriting Agreement is hereby amended by adding the following text after Section 22:

Contractual Recognition of Bail-In. 34.1 Notwithstanding and to the exclusion of any other term of in this Underwriting Agreement or any other agreements, arrangements arrangements, or understanding understandings between or among any of the Underwriters parties to this Agreement, each of the parties to this Agreement acknowledges, accepts and agrees that are a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Legislation (as defined below) (togetherPowers by the Relevant Resolution Authority, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts and agrees to be bound by: : (ia) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to by the Covered EU Banks (the “Relevant Resolution Authority”) Authority in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) Liability of such Covered EU Banks any BRRD Entity to the Company it under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (ai) the reduction of all, or a portion, of the any BRRD Liability or outstanding amounts due thereon; ; (bii) the conversion of all, or a portion, of the any BRRD Liability into shares, other securities or other obligations of the Covered EU Banks relevant BRRD Entity or another person (and the issue to or conferral on the Company it of such shares, securities or obligations); ; (ciii) the cancellation of the any BRRD Liability; or and (div) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and and (iib) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. Authority.‌ 34.2 For the purposes of this Section 2(q), “Clause 34: (a) Bail-in Legislation” Legislation means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firmsBRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “; (b) Bail-in Powers means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule” , in relation to the relevant Bail-in Legislation; (c) BRRD means Directive 2014/59/EU, as amended or replaced from time to time; (d) BRRD Entity means any party to this Agreement that is subject to Bail-in Powers; (e) BRRD Liability means a liability in respect of which the relevant Bail-in Powers may be exercised; (f) EU Bail-in Legislation Schedule means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/.time; and (g) Relevant Resolution Authority means, in respect of any BRRD Entity, the resolution authority with the ability to exercise any Bail-in Powers in relation to such BRRD Entity.

Contractual Recognition of Bail-In. 30.1 Notwithstanding and to the exclusion of any other term of this Underwriting Agreement or any other agreements, arrangements arrangements, or understanding between the Underwriters Issuer, the Guarantor and the Agents, the Issuer and the DOCPROPERTY "cpCombinedRef" 0012034-0005260 UKO2: 2004076912.9 Guarantor each acknowledge and accept that are a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Legislation (as defined below) (togetherPowers by the Relevant Resolution Authority, the “Covered EU Banks”) and the Companyeach acknowledge, the Company acknowledgesaccept, accepts and agrees agree to be bound by: : (ia) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to the Covered EU Banks (the “by any Relevant Resolution Authority”) Authority in relation to any liability as defined under BRRD Liability of the applicable Bail-in Legislation (a “BRRD Liability”) of such Covered EU Banks Agents to the Company Issuer and/or the Guarantor under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (ai) the reduction of all, or a portion, of the any BRRD Liability or outstanding amounts due thereon; ; (bii) the conversion of all, or a portion, of the any BRRD Liability into shares, other securities or other obligations of the Covered EU Banks Agents or another person (and the issue to or conferral on the Company Issuer and/or the Guarantor of such shares, securities or obligations); ; (ciii) the cancellation of the any BRRD Liability; or ; (div) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and ; (iib) the variation of the terms of this Agreement, as deemed necessary by the any Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the any Relevant Resolution Authority. For purposes of In this Section 2(q), “Clause 30: Bail-in Legislation” Legislation means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firmsBRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “; Bail-in Powers means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule” , in relation to the relevant Bail-in Legislation; BRRD means Directive 2014/59/EU establishing a framework for the document described recovery and resolution of credit institutions and investment firms (as such, then in effect, and published by the Loan Market Association (or any successor person) amended from time to time at xxxx://xxx.xxx.xx.xxx/.time);

Contractual Recognition of Bail-In. 34.1 Notwithstanding and to the exclusion of any other term of in this Underwriting Agreement or any other agreements, arrangements arrangements, or understanding understandings between or among any of the Underwriters parties to this Agreement, each of the parties to this Agreement acknowledges, accepts and agrees that are a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Legislation (as defined below) (togetherPowers by the Relevant Resolution Authority, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts and agrees to be bound by: : (ia) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to by the Covered EU Banks (the “Relevant Resolution Authority”) Authority in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) Liability of such Covered EU Banks any BRRD Entity to the Company it under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (ai) the reduction of all, or a portion, of the any BRRD Liability or outstanding amounts due thereon; ; (bii) the conversion of all, or a portion, of the any BRRD Liability into shares, other securities or other obligations of the Covered EU Banks relevant BRRD Entity or another person (and the issue to or conferral on the Company it of such shares, securities or obligations); ; (ciii) the cancellation of the any BRRD Liability; or and (div) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and and (iib) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. . 34.2 For the purposes of this Section 2(q), “Clause 34: (a) Bail-in Legislation” Legislation means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firmsBRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “; (b) Bail-in Powers means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule” , in relation to the relevant Bail-in Legislation; (c) BRRD means the document described Directive 2014/95/EU, as such, then in effect, and published by the Loan Market Association (amended or any successor person) replaced from time to time at xxxx://xxx.xxx.xx.xxx/.time; (d) BRRD Entity means any party to this Agreement that is subject to Bail-in Powers;

Contractual Recognition of Bail-In. 11.1 Notwithstanding and to the exclusion of any other term of in this Underwriting Agreement or any other agreements, arrangements arrangements, or understanding understandings between or among any of the Underwriters parties to this Agreement, each of the parties to this Agreement acknowledges, accepts and agrees that are a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Legislation (as defined below) (togetherPowers by the Relevant Resolution Authority, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts and agrees to be bound by: : (ia) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to by the Covered EU Banks (the “Relevant Resolution Authority”) Authority in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) Liability of such Covered EU Banks any BRRD Entity to the Company it under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (ai) the reduction of all, or a portion, of the any BRRD Liability or outstanding amounts due thereon; ; (bii) the conversion of all, or a portion, of the any BRRD Liability into shares, other securities or other obligations of the Covered EU Banks relevant BRRD Entity or another person (and the issue to or conferral on the Company it of such shares, securities or obligations); ; (ciii) the cancellation of the any BRRD Liability; or and (div) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and and (iib) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. . 11.2 For the purposes of this Section 2(q), “Clause 11: (a) Bail-in Legislation” Legislation means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firmsBRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “; (b) Bail-in Powers means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule” , in relation to the relevant Bail-in Legislation; (c) BRRD means Directive 2014/59/EU, as amended or replaced from time to time; (d) BRRD Entity means any party to this Agreement that is subject to Bail-in Powers; (e) BRRD Liability means a liability in respect of which the relevant Bail-in Powers may be exercised; (f) EU Bail-in Legislation Schedule means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time; and (g) Relevant Resolution Authority means, in respect of any BRRD Entity, the resolution authority with the ability to exercise any Bail-in Powers in relation to such BRRD Entity. This Agreement has been entered into on the date stated at the beginning of this Agreement. By: [Address of Calculation Agent] Email: [ ] Attention: [ ] By: 00 xxxxxx X.X. Xxxxxxx L-2085 Luxembourg Luxembourg Email: xxx.xxxxxxxxx@xxxxxxxxxx.xxx Attention: Corporate Trust Services – Paying Agent Series Number Issue Date Maturity Date Title and Nominal Amount NGN [Yes/No] Annotation by Calculation Agent/Issuer This Note is one of a Series (as defined below) of Notes issued by Xxxxxx AS (the Issuer) pursuant to the Agency Agreement (as defined below). References herein to the Notes shall be references to the Notes of this Series and shall mean: (a) in relation to any Notes represented by a global Note (a Global Note), units of each Specified Denomination in the Specified Currency; (b) any Global Note; and (c) any definitive Notes issued in exchange for a Global Note. The Notes and the Coupons (as defined below) have the benefit of an Agency Agreement (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement) dated 16 December 2022 and made between the Issuer, BNP Paribas, Luxembourg Branch as issuing and principal paying agent and agent bank (the Agent, which expression shall include any successor agent, and together with any additional or successor paying agents appointed from time to time, the Paying Agents). The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note which complete these Terms and Conditions (the Conditions) or, if this Note is a Note which is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Regulation (an Exempt Note), the final terms (or the relevant provisions thereof) are set out in Part A of the Pricing Supplement and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Conditions, replace or modify the Conditions for the purposes of this Note. References to the applicable Final Terms are, unless otherwise stated, to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note. Any reference in the Conditions to applicable Final Terms shall be deemed to include a reference to applicable Pricing Supplement where relevant. The expression Prospectus Regulation means Regulation (EU) 2017/1129. Interest bearing definitive Notes have interest coupons (Coupons) and, in the case of Notes which, when issued in definitive form, have more than 27 interest payments remaining, talons for further Coupons (Talons) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Global Notes do not have Coupons or Talons attached on issue. Any reference to Noteholders or holders in relation to any Notes shall mean the holders of the Notes and shall, in relation to any Notes represented by a Global Note, be construed as provided below. Any reference herein to Couponholders shall mean the holders of the Coupons and shall, unless the context otherwise requires, include the holders of the Talons. As used herein, Tranche means Notes which are identical in all respects (including as to listing and admission to trading) and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which (a) are expressed to be consolidated and form a single series and (b) have the same terms and conditions or terms and conditions which are the same in all respects save for the amount and date of the first payment of interest thereon and the date from which interest starts to accrue. The Noteholders and the Couponholders are entitled to the benefit of the Deed of Covenant (such Deed of Covenant as modified and/or supplemented and/or restated from time to time, the Deed of Covenant) dated 15 December 2017 and made by the Issuer. The original of the Deed of Covenant is held by the common depositary for Euroclear (as defined below) and Clearstream, Luxembourg (as defined below). Copies of the Agency Agreement and the Deed of Covenant (i) are available for inspection or collection during normal business hours at xxxx://xxx.xxx.xx.xxx/.the specified office of each of the Paying Agents or (ii) may be provided by email to a Noteholder following their prior written request to any Paying Agent and provision of proof of holding and identity (in a form satisfactory to the relevant Paying Agent). If the Notes are to be admitted to trading on the regulated market of the Luxembourg Stock Exchange the applicable Final Terms will be published on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx). If this Note is an Exempt Note, the applicable Pricing Supplement will only be obtainable by a Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory to the Issuer and the relevant Paying Agent as to its holding of such Notes and identity. The Noteholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Agency Agreement, the Deed of Covenant and the applicable Final Terms which are applicable to them. The statements in the Conditions include summaries of, and are subject to, the detailed provisions of the Agency Agreement. Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail. In the Conditions, euro means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other term of this Underwriting Agreement or any other agreements, arrangements or understanding understandings between the Underwriters that are subject to Bail-in Legislation a BRRD Party (as defined below) and any other party to this Agreement, each of the other parties to this Agreement acknowledges and accepts that a BRRD Liability (together, as defined below) arising under this Agreement may be subject to the “Covered EU Banks”exercise of Bail-in Powers (as defined below) by the Relevant Resolution Authority (as defined below) and the Company, the Company acknowledges, accepts and agrees to be bound by: : (ia) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation Powers (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to the Covered EU Banks (the “Relevant Resolution Authority”) Authority in relation to any liability as defined under the applicable Bail-in Legislation (BRRD Liability of a “BRRD Liability”) of Party to such Covered EU Banks to the Company other party under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (ai) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; ; (bii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Covered EU Banks relevant BRRD Party or another person (person, and the issue to or conferral on the Company such other party to this Agreement of such shares, securities or obligations); ; (ciii) the cancellation of the BRRD Liability; or and (div) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and and (iib) the variation of the terms of this AgreementAgreement relating to such BRRD Liability, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. For purposes of . (c) As used in this Section 2(q)21, “Bail-in Legislation” means in relation to a member state of the European Economic Area which that has implemented, or which that at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firmsBRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. ; “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “BRRD Party” means Standard Chartered Bank; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/.xxxx://xxx.xxx.xx.xxx/pages.aspx?p=499; “BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, NATIONAL OILWELL VARCO, INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: BARCLAYS CAPITAL INC. X.X. XXXXXX SECURITIES LLC XXXXX FARGO SECURITIES, LLC By: BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director By: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. Barclays Capital Inc. $ 92,500,000 X.X. Xxxxxx Securities LLC 92,500,000 Xxxxx Fargo Securities, LLC 92,500,000 ABN AMRO Securities (USA) LLC 25,000,000 Citigroup Global Markets Inc. 25,000,000 DNB Markets, Inc. 25,000,000 HSBC Securities (USA) Inc. 25,000,000 Scotia Capital (USA) Inc. 25,000,000 Skandinaviska Enskilda Xxxxxx XX (publ) 25,000,000 Standard Chartered Bank 25,000,000 UniCredit Capital Markets LLC 25,000,000 BNP Paribas Securities Corp. 11,250,000 Fifth Third Securities, Inc. 11,250,000 Total $ 500,000,000 Issuer: National Oilwell Varco, Inc. Security Type: Senior Unsecured Notes Pricing Date: November 4, 2019 Settlement Date (T+7): November 14, 2019 Maturity Date: December 1, 2029 Interest Payment Dates: June 1 and December 1, beginning June 1, 2020 Principal Amount: $500,000,000 Benchmark: 1.625% due August 15, 2029 Benchmark Price / Yield: 98-17+ / 1.788% Spread to Benchmark: +190 bps Yield to Maturity: 3.688% Coupon: 3.600% Public Offering Price: 99.265% Optional Redemption: Make-Whole Call: At any time prior to maturity, at the greater of (i) 100% or (ii) a discount rate of Treasury plus 30 basis points Par Call: At any time on or after September 1, 2029. CUSIP / ISIN: 637071 AM3 / US637071AM31 Net Proceeds (Before Expenses): $493,075,000 Joint Book-Running Managers: Barclays Capital Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC ABN AMRO Securities (USA) LLC Citigroup Global Markets Inc. DNB Markets, Inc. HSBC Securities (USA) Inc. Scotia Capital (USA) Inc. Skandinaviska Enskilda Xxxxxx XX (publ) Standard Chartered Bank UniCredit Capital Markets LLC Co-Managers: BNP Paribas Securities Corp. Fifth Third Securities, Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. The information in this pricing term sheet supplements the information provided in the Preliminary Prospectus Supplement dated November 4, 2019. To the extent information in this pricing term sheet conflicts with information in the Preliminary Prospectus Supplement, this pricing term sheet controls. The issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (XXXXX) on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Barclays Capital Inc. at (000) 000-0000, X.X. Xxxxxx Securities LLC at (000) 000-0000 or Xxxxx Fargo Securities, LLC at (000) 000-0000.

Contractual Recognition of Bail-In. 11.1 Notwithstanding and to the exclusion of any other term of in this Underwriting Agreement or any other agreements, arrangements arrangements, or understanding understandings between or among any of the Underwriters parties to this Agreement, each of the parties to this Agreement acknowledges, accepts and agrees that are a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Legislation (as defined below) (togetherPowers by the Relevant Resolution Authority, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts and agrees to be bound by: : (ia) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to by the Covered EU Banks (the “Relevant Resolution Authority”) Authority in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) Liability of such Covered EU Banks any BRRD Entity to the Company it under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (ai) the reduction of all, or a portion, of the any BRRD Liability or outstanding amounts due thereon; ; (bii) the conversion of all, or a portion, of the any BRRD Liability into shares, other securities or other obligations of the Covered EU Banks relevant BRRD Entity or another person (and the issue to or conferral on the Company it of such shares, securities or obligations); ; (ciii) the cancellation of the any BRRD Liability; or and (div) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and and (iib) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. . 11.2 For the purposes of this Section 2(q), “Clause 11: (a) Bail-in Legislation” Legislation means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firmsBRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “; (b) Bail-in Powers means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule” , in relation to the relevant Bail-in Legislation; (c) BRRD means Directive 2014/59/EU, as amended or replaced from time to time; (d) BRRD Entity means any party to this Agreement that is subject to Bail-in Powers; (e) BRRD Liability means a liability in respect of which the relevant Bail-in Powers may be exercised; (f) EU Bail-in Legislation Schedule means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time; and (g) Relevant Resolution Authority means, in respect of any BRRD Entity, the resolution authority with the ability to exercise any Bail-in Powers in relation to such BRRD Entity. This Agreement has been entered into on the date stated at the beginning of this Agreement. By: [Address of Calculation Agent] Email: [ ] Attention: [ ] By: 00 xxxxxx X.X. Xxxxxxx L-2085 Luxembourg Luxembourg Email: xxx.xxxxxxxxx@xxxxxxxxxx.xxx Attention: Corporate Trust Services – Paying Agent Series Number Issue Date Maturity Date Title and Nominal Amount NGN [Yes/No] Annotation by Calculation Agent/Issuer This Note is one of a Series (as defined below) of Notes issued by Avinor AS (the Issuer) pursuant to the Agency Agreement (as defined below). References herein to the Notes shall be references to the Notes of this Series and shall mean: (a) in relation to any Notes represented by a global Note (a Global Note), units of each Specified Denomination in the Specified Currency; (b) any Global Note; and (c) any definitive Notes issued in exchange for a Global Note. The Notes and the Coupons (as defined below) have the benefit of an Agency Agreement (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement) dated 16 December 2021 and made between the Issuer, BNP Paribas Securities Services, Luxembourg Branch as issuing and principal paying agent and agent bank (the Agent, which expression shall include any successor agent, and together with any additional or successor paying agents appointed from time to time, the Paying Agents). The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note which complete these Terms and Conditions (the Conditions) or, if this Note is a Note which is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Regulation (an Exempt Note), the final terms (or the relevant provisions thereof) are set out in Part A of the Pricing Supplement and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Conditions, replace or modify the Conditions for the purposes of this Note. References to the applicable Final Terms are, unless otherwise stated, to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note. Any reference in the Conditions to applicable Final Terms shall be deemed to include a reference to applicable Pricing Supplement where relevant. The expression Prospectus Regulation means Regulation (EU) 2017/1129. Interest bearing definitive Notes have interest coupons (Coupons) and, in the case of Notes which, when issued in definitive form, have more than 27 interest payments remaining, talons for further Coupons (Talons) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Global Notes do not have Coupons or Talons attached on issue. Any reference to Noteholders or holders in relation to any Notes shall mean the holders of the Notes and shall, in relation to any Notes represented by a Global Note, be construed as provided below. Any reference herein to Couponholders shall mean the holders of the Coupons and shall, unless the context otherwise requires, include the holders of the Talons. As used herein, Tranche means Notes which are identical in all respects (including as to listing and admission to trading) and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which (a) are expressed to be consolidated and form a single series and (b) have the same terms and conditions or terms and conditions which are the same in all respects save for the amount and date of the first payment of interest thereon and the date from which interest starts to accrue. The Noteholders and the Couponholders are entitled to the benefit of the Deed of Covenant (such Deed of Covenant as modified and/or supplemented and/or restated from time to time, the Deed of Covenant) dated 15 December 2017 and made by the Issuer. The original of the Deed of Covenant is held by the common depositary for Euroclear (as defined below) and Clearstream, Luxembourg (as defined below). Copies of the Agency Agreement and the Deed of Covenant (i) are available for inspection or collection during normal business hours at xxxx://xxx.xxx.xx.xxx/.the specified office of each of the Paying Agents or (ii) may be provided by email to a Noteholder following their prior written request to any Paying Agent and provision of proof of holding and identity (in a form satisfactory to the relevant Paying Agent). If the Notes are to be admitted to trading on the regulated market of the Luxembourg Stock Exchange the applicable Final Terms will be published on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx). If this Note is an Exempt Note, the applicable Pricing Supplement will only be obtainable by a Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory to the Issuer and the relevant Paying Agent as to its holding of such Notes and identity. The Noteholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Agency Agreement, the Deed of Covenant and the applicable Final Terms which are applicable to them. The statements in the Conditions include summaries of, and are subject to, the detailed provisions of the Agency Agreement. Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail. In the Conditions, euro means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.

Contractual Recognition of Bail-In. 34.1 Notwithstanding and to the exclusion of any other term of in this Underwriting Agreement or any other agreements, arrangements arrangements, or understanding understandings between or among any of the Underwriters parties to this Agreement, each of the parties to this Agreement acknowledges, accepts and agrees that are a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Legislation (as defined below) (togetherPowers by the Relevant Resolution Authority, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts and agrees to be bound by: : (ia) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to by the Covered EU Banks (the “Relevant Resolution Authority”) Authority in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) Liability of such Covered EU Banks any BRRD Entity to the Company it under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (ai) the reduction of all, or a portion, of the any BRRD Liability or outstanding amounts due thereon; ; (bii) the conversion of all, or a portion, of the any BRRD Liability into shares, other securities or other obligations of the Covered EU Banks relevant BRRD Entity or another person (and the issue to or conferral on the Company it of such shares, securities or obligations); ; (ciii) the cancellation of the any BRRD Liability; or and (div) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and and (iib) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. . 34.2 For the purposes of this Section 2(q), “Clause 34: (a) Bail-in Legislation” Legislation means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firmsBRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “; (b) Bail-in Powers means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule” , in relation to the relevant Bail-in Legislation; (c) BRRD means the document described Directive 2014/59/EU, as such, then in effect, and published by the Loan Market Association (amended or any successor person) replaced from time to time at xxxx://xxx.xxx.xx.xxx/.time; (d) BRRD Entity means any party to this Agreement that is subject to Bail-in Powers;

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other term of this Underwriting Agreement or any other agreements, arrangements arrangements, or understanding between the Underwriters that are subject parties hereto, each counterparty to Bail-in Legislation a BRRD Party (as defined below) acknowledges and accepts that a BRRD Liability (togetheras defined below) arising under this Agreement may be subject to the exercise of Bail-in Powers (as defined below) by the Relevant Resolution Authority (as defined below), the “Covered EU Banks”) and the Company, the Company acknowledges, accepts and agrees to be bound by: : (ia) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to by the Covered EU Banks (the “Relevant Resolution Authority”) Authority in relation to any liability as defined under the applicable Bail-in Legislation BRRD Liability of any BRRD Party (a “Relevant BRRD LiabilityParty”) of such Covered EU Banks to the Company it under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (ai) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (bii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Covered EU Banks Relevant BRRD Party or another person (and the issue to or conferral on the Company other BRRD Party of such shares, securities or obligations); (ciii) the cancellation of the BRRD Liability; or (div) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and and (iib) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. . (c) For the purposes of this Section 2(q), Agreement: “Bail-in Legislation” means shall mean, in relation to the UK and a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firmsBRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. ; “Bail-in Powers” shall mean any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; “BRRD” shall mean Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “BRRD Party” shall mean any Underwriter subject to Bail-in Powers; “EU Bail-in Legislation Schedule” means shall mean the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/.xxxx://xxx.xxx.xx.xxx/; “BRRD Liability” shall mean a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in Legislation may be exercised; and “Relevant Resolution Authority” shall mean the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party.

Contractual Recognition of Bail-In. Notwithstanding any other term of this Underwriting Agreement or any other agreements, arrangements or understanding between the Underwriters that are subject to Bail-in Legislation (as defined below) (together, the “Covered EU Banks”) and the Company, the Company acknowledges, accepts and agrees to be bound by: (i) the effect of the exercise of Write-down and Conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise any Bail-in Powers in relation to the Covered EU Banks (the “Relevant Resolution Authority”) in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability”) of such Covered EU Banks to the Company under this Underwriting Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (a) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (b) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Covered EU Banks or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (c) the cancellation of the BRRD Liability; or (d) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. For purposes of this Section 2(q), “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time. “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/.xxxx://xxx.xxx.xx.xxx/. The Underwriters Listed on Schedule I to the applicable Pricing Agreement (as defined herein) Ladies and Gentlemen: From time to time WAL-MART STORES, INC., a Delaware corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each, a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”). The terms of any particular issuance of Designated Securities and the rights of the holders of such Designated Securities shall be as specified in the applicable Pricing Agreement and in or pursuant to the indenture (the “Indenture”) identified in such Pricing Agreement. References in this Agreement to “the Pricing Agreement” are to the applicable Pricing Agreement relating to the particular issuance and sale of Designated Securities specified therein.