Common use of Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee Clause in Contracts

Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. With respect to the Securities only, to amend the following sections of the Subordinated Indenture in part: (i) to amend and restate, each in its entirety, Sections 5.03(a) and 5.03(b), which shall read as follows: (a) the Company fails to pay any installment of interest on any Subordinated Debt Security of such series on or before its Interest Payment Date and such failure continues for 14 days; or (b) the Company fails to pay all or any part of the principal of any Subordinated Debt Security of such series on any date on which such principal shall otherwise have become due and payable, whether upon redemption or otherwise, and such failure continues for seven days. (ii) to amend and restate the second paragraph of Sections 5.03 in its entirety, which shall read as follows: If a Default occurs, the Trustee may commence a proceeding for the winding-up of the Company and/or prove in a winding-up of the Company or a Qualifying Administration, provided that the Trustee may not declare the principal amount of any Outstanding Subordinated Debt Security to be due and payable. (iii) to amend and restate the third paragraph of Sections 5.03 in its entirety, which shall read as follows: Subject to applicable law, no Holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by the Company arising under or in connection with the Subordinated Debt Securities. The Holders of Subordinated Debt Securities by their acceptance thereof will be deemed to have waived any right of set-off, counterclaim, combination of accounts, compensation and retention with respect to the Subordinated Debt Securities or this Subordinated Indenture (or between the obligations under or in respect of any Subordinated Debt Securities and any liability owed by a Holder to the Company) that they might otherwise have against the Company, whether before or during a winding-up, liquidation of the Company or a Qualifying Administration. Notwithstanding the above, if any of such rights and claims of any such Holder against the Company are discharged by set-off, such Holder will immediately pay an amount equal to the amount of such discharge to the Company or, in the event of the winding up of the Company or a Qualifying Administration, the liquidator or administrator (or other relevant insolvency official), as the case may be, and until such time as payment is made will hold a sum equal to such amount in trust for the Company or the liquidator or administrator (or other relevant insolvency official), as the case may be, and accordingly such discharge shall be deemed not to have taken place. (iv) to amend and restate the fifth paragraph of Sections 5.03 in its entirety, which shall read as follows: Except as otherwise provided in this Article 5, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Subordinated Debt Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law, provided, however, that the Company shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to the principal of, or any interest on, the Subordinated Debt Securities prior to any date on which the principal of, or any interest on, the Subordinated Debt Securities would have otherwise been payable by the Company. (v) to add the following sentence at the end of Sections 5.03: No remedy against the Company other than as referred to in this Article 5 shall be available to the Trustee or the Holders, whether for the recovery of amounts owing in respect of the Subordinated Debt Securities or under this Subordinated Indenture or in respect of any breach by the Company of any of its other obligations under or in respect of the Subordinated Debt Securities or under this Subordinated Indenture, except that the Trustee and the Holders shall have such rights and powers as they are required to have under the Trust Indenture Act. (vi) to amend and restate Section 5.12(a) in its entirety, which shall read as follows: (a) such direction shall not be in conflict with any rule of law or with this Subordinated Indenture or shall not expose the Trustee to undue risk;

Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. With Unless otherwise provided and contemplated pursuant to Section 3.01 with respect to the Senior Debt Securities onlyof any series, to amend “Default”, wherever used herein, means any one of the following sections events (whatever the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of the Subordinated Indenture in part: (i) law pursuant to amend and restateany judgment, each in its entiretydecree or order of any court or any order, Sections 5.03(a) and 5.03(b), which shall read as follows:rule or regulation of any administrative or governmental body): (a) the Company Issuer fails to pay any installment of interest on upon any Subordinated Senior Debt Security of such series on or before its Interest Payment Date and such failure default continues for 14 days; or (b) the Company Issuer fails to pay all or any part of the principal of any Subordinated Senior Debt Security of such any series on any date on which such principal shall otherwise have become due and payable, whether upon redemption or otherwise, at its Maturity Date and such failure continues is continued for seven 14 days. (ii) to amend and restate the second paragraph of Sections 5.03 in its entirety, which shall read as follows: . If a Default occurs, the Trustee may commence a proceeding may, to enforce the obligations of the Issuer, institute proceedings in England (but not elsewhere) for the winding-winding up of the Company and/or prove in a winding-up of the Company or a Qualifying AdministrationIssuer, provided that the Trustee may not declare not, upon the principal amount occurrence of a Default, unless an Event of Default has occurred and is continuing, accelerate the Maturity of any Outstanding Subordinated Debt Security to be due and payable. (iii) to amend and restate the third paragraph of Sections 5.03 in its entiretyprincipal, which shall read as follows: Subject to applicable law, no Holder may exercise interest or claim any right of set-off, counterclaim, combination of accounts, compensation or retention other amount in respect of any amount owed to it by of the Company arising under or in connection with the Subordinated Outstanding Senior Debt Securities. The Holders Notwithstanding the foregoing, failure to make any payment in respect of Subordinated the Senior Debt Securities by their acceptance thereof will shall not be deemed a Default in respect of such Senior Debt Securities if such payment is withheld or refused (i) in order to have waived comply with any right fiscal or other law or regulation or with the order of set-offany court of competent jurisdiction, counterclaimin each case applicable to such payment or (ii) in case of doubt as to the validity or applicability of any such law, combination of accountsregulation or order, compensation and retention in accordance with advice given with respect to the Subordinated Debt Securities validity or this Subordinated Indenture (applicability of such law, regulation or between the obligations under or in respect order at any time during said period of any Subordinated Debt Securities and any liability owed 14 days by a Holder independent legal advisers acceptable to the Company) that they might otherwise have against the Company, whether before or during a winding-up, liquidation of the Company or a Qualifying Administration. Notwithstanding the above, if any of such rights and claims of any such Holder against the Company are discharged by set-off, such Holder will immediately pay an amount equal to the amount of such discharge to the Company or, in the event of the winding up of the Company or a Qualifying Administration, the liquidator or administrator (or other relevant insolvency official), as the case may be, and until such time as payment is made will hold a sum equal to such amount in trust for the Company or the liquidator or administrator (or other relevant insolvency official), as the case may be, and accordingly such discharge shall be deemed not to have taken place. (iv) to amend and restate the fifth paragraph of Sections 5.03 in its entirety, which shall read as follows: Except as otherwise provided in this Article 5, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Subordinated Debt Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by lawTrustee, provided, however, that the Company Trustee may by notice to the Issuer require the Issuer to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an opinion of counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case the Issuer shall not, as a result forthwith take and expeditiously proceed with such action and shall be bound by any final resolution of the bringing doubt resulting therefrom. If any such resolution determines that the relevant payment can be made without violating any applicable law, regulation or order then the provisions of the preceding sentence shall cease to have effect and the payment shall become due and payable on the expiration of 14 days after the Trustee gives written notice to the Issuer informing it of such judicial proceedings, be required to pay any amount representing or measured by reference to resolution. No recourse for the payment of the principal ofof (or premium, if any) or interest, if any, on any Senior Debt Security, or for any interest onclaim in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Subordinated Issuer in this Senior Debt Securities prior to any date on which the principal of, or any interest on, the Subordinated Debt Securities would have otherwise been payable by the Company. (v) to add the following sentence at the end of Sections 5.03: No remedy against the Company other than as referred to in this Article 5 shall be available to the Trustee or the Holders, whether for the recovery of amounts owing in respect of the Subordinated Debt Securities or under this Subordinated Indenture or in respect any Senior Debt Security, or because of the creation of any breach indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, past, present or future, of the Issuer, either directly or through the Issuer or any successor corporation of the Issuer, whether by virtue of any constitution, statute or rule of law, or by the Company enforcement of any assessment or penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of its other obligations under or in respect this Senior Debt Securities Indenture and the issue of the Subordinated Senior Debt Securities or under this Subordinated Indenture, except that the Trustee and the Holders shall have such rights and powers as they are required to have under the Trust Indenture Actof a series. (vi) to amend and restate Section 5.12(a) in its entirety, which shall read as follows: (a) such direction shall not be in conflict with any rule of law or with this Subordinated Indenture or shall not expose the Trustee to undue risk;

Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. With respect to the Securities only, to amend the following sections of the Subordinated Indenture in part: (i) to amend and restate, each in its entirety, Sections 5.03(a) and 5.03(b), which shall read as follows: (a) the Company fails to pay any installment of interest on any Subordinated Debt Security of such series on or before its Interest Payment Date and such failure continues for 14 days; or (b) the Company fails to pay all or any part of the principal of any Subordinated Debt Security of such series on any date on which such principal shall otherwise have become due and payable, whether upon redemption or otherwise, and such failure continues for seven days. (ii) to amend and restate the second paragraph of Sections 5.03 in its entirety, which shall read as follows: If a Default occurs, the Trustee may commence a proceeding for the winding-up of the Company and/or prove in a winding-up of the Company or a Qualifying AdministrationAdministration for all due and payable amounts, provided that the Trustee may not declare the principal amount of any Outstanding Subordinated Debt Security to be due and payable. (iii) to amend and restate the third paragraph of Sections 5.03 in its entirety, which shall read as follows: Subject to applicable law, including the Trust Indenture Act, no Holder or Beneficial Owner of the Subordinated Debt Securities may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by the Company arising under under, or in respect of, or in connection with the Subordinated Debt Securities. The Holders and Beneficial Owners of Subordinated Debt Securities Securities, by their acceptance thereof will virtue of its holding of any Subordinated Debt Securities, shall be deemed to have waived any right of set-off, counterclaim, or combination of accounts, compensation and retention with respect to the Subordinated Debt Securities or this Subordinated Indenture (or between the obligations under or in respect of any Subordinated Debt Securities and any liability owed by a Holder to the Company) that they might otherwise have against the Company, whether before or during a winding-up, liquidation of the Company or a Qualifying Administration. Notwithstanding the above, if any of such rights and claims of any such Holder against the Company are discharged by set-off, compensation or retention, such Holder will immediately pay an amount equal to the amount of such discharge to the Company or, in the event of the winding up of the Company or a Qualifying Administration, the liquidator or administrator (or other relevant insolvency official), as the case may be, and until such time as payment is made will hold a sum equal to such amount in trust for the Company or the liquidator or administrator (or other relevant insolvency official), as the case may be, and accordingly such discharge shall be deemed not to have taken place. (iv) to amend and restate the fifth paragraph of Sections 5.03 in its entirety, which shall read as follows: Except as otherwise provided in this Article 5, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Subordinated Debt Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law, provided, however, that the Company shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to the principal of, or any interest on, the Subordinated Debt Securities prior to any date on which the principal of, or any interest on, the Subordinated Debt Securities would have otherwise been payable by the Company. (v) to add the following sentence at the end of Sections 5.03: No remedy against the Company other than as referred to in this Article 5 shall be available to the Trustee or the Holders, whether for the recovery of amounts owing in respect of the Subordinated Debt Securities or under this Subordinated Indenture or in respect of any breach by the Company of any of its other obligations under or in respect of the Subordinated Debt Securities or under this Subordinated Indenture, except that the Trustee and the Holders shall have such rights and powers as they are required to have under the Trust Indenture Act. (vi) to amend and restate Section 5.12(a) in its entirety, which shall read as follows: (a) such direction shall not be in conflict with any rule of law or with this Subordinated Indenture or shall not expose the Trustee to undue risk;

Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. With respect to the Securities only, to amend the following sections of the Subordinated Indenture in part: (i) to amend and restate, each in its entirety, Sections 5.03(a) and 5.03(b), which shall read as follows: (a) the Company fails to pay any installment of interest on any Subordinated Debt Security of such series on or before its Interest Payment Date and such failure continues for 14 days; or (b) the Company fails to pay all or any part of the principal of any Subordinated Debt Security of such series on any date on which such principal shall otherwise have become due and payable, whether upon redemption or otherwise, and such failure continues for seven days. (ii) to amend and restate the second paragraph of Sections 5.03 in its entirety, which shall read as follows: If a Default occurs, the Trustee may commence a proceeding for the winding-up of the Company and/or prove in a winding-up of the Company or a Qualifying Administration, provided that the Trustee may not declare the principal amount of any Outstanding Subordinated Debt Security to be due and payable. (iii) to amend and restate the third paragraph of Sections 5.03 in its entirety, which shall read as follows: Subject to applicable law, including the Trust Indenture Act, no Holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by the Company arising under or in connection with the Subordinated Debt Securities. The Holders of Subordinated Debt Securities by their acceptance thereof will be deemed to have waived any right of set-off, counterclaim, combination of accounts, compensation and retention with respect to the Subordinated Debt Securities or this Subordinated Indenture (or between the obligations under or in respect of any Subordinated Debt Securities and any liability owed by a Holder to the Company) that they might otherwise have against the Company, whether before or during a winding-up, liquidation of the Company or a Qualifying Administration. Notwithstanding the above, if any of such rights and claims of any such Holder against the Company are discharged by set-off, such Holder will immediately pay an amount equal to the amount of such discharge to the Company or, in the event of the winding up of the Company or a Qualifying Administration, the liquidator or administrator (or other relevant insolvency official), as the case may be, and until such time as payment is made will hold a sum equal to such amount in trust for the Company or the liquidator or administrator (or other relevant insolvency official), as the case may be, and accordingly such discharge shall be deemed not to have taken place. (iv) to amend and restate the fifth paragraph of Sections 5.03 in its entirety, which shall read as follows: Except as otherwise provided in this Article 5, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Subordinated Debt Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law, provided, however, that the Company shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to the principal of, or any interest on, the Subordinated Debt Securities prior to any date on which the principal of, or any interest on, the Subordinated Debt Securities would have otherwise been payable by the Company. (v) to add the following sentence at the end of Sections 5.03: No remedy against the Company other than as referred to in this Article 5 shall be available to the Trustee or the Holders, whether for the recovery of amounts owing in respect of the Subordinated Debt Securities or under this Subordinated Indenture or in respect of any breach by the Company of any of its other obligations under or in respect of the Subordinated Debt Securities or under this Subordinated Indenture, except that the Trustee and the Holders shall have such rights and powers as they are required to have under the Trust Indenture Act. (vi) to amend and restate Section 5.12(a) in its entirety, which shall read as follows: (a) such direction shall not be in conflict with any rule of law or with this Subordinated Indenture or shall not expose the Trustee to undue risk;

Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. With Unless otherwise provided and contemplated pursuant to Section 3.01 with respect to the Senior Debt Securities onlyof any series, to amend “Default”, wherever used herein, means any one of the following sections events (whatever the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of the Subordinated Indenture in part: (i) law pursuant to amend and restateany judgment, each in its entiretydecree or order of any court or any order, Sections 5.03(a) and 5.03(b), which shall read as follows:rule or regulation of any administrative or governmental body): (a) the Company Issuer fails to pay any installment of interest on upon any Subordinated Senior Debt Security of such series on or before its Interest Payment Date and such failure default continues for 14 days; or (b) the Company Issuer fails to pay all or any part of the principal of any Subordinated Senior Debt Security of such any series on any date on which such principal shall otherwise have become due and payable, whether upon redemption or otherwise, at its Maturity Date and such failure continues is continued for seven 14 days. (ii) to amend and restate the second paragraph of Sections 5.03 in its entirety, which shall read as follows: . If a Default occurs, the Trustee may commence a proceeding may, to enforce the obligations of the Issuer, institute proceedings in England (but not elsewhere) for the winding-winding up of the Company and/or prove in a winding-up of the Company or a Qualifying AdministrationIssuer, provided that the Trustee may not declare not, upon the principal amount occurrence of a Default, unless an Event of Default has occurred and is continuing, accelerate the Maturity of any Outstanding Subordinated Debt Security to be due and payable. (iii) to amend and restate the third paragraph of Sections 5.03 in its entiretyprincipal, which shall read as follows: Subject to applicable law, no Holder may exercise interest or claim any right of set-off, counterclaim, combination of accounts, compensation or retention other amount in respect of any amount owed to it by of the Company arising under or in connection with the Subordinated Outstanding Senior Debt Securities. The Holders Notwithstanding the foregoing, failure to make any payment in respect of Subordinated the Senior Debt Securities by their acceptance thereof will not be deemed a Default in respect of such Senior Debt Securities if such payment is withheld or refused (i) in order to have waived comply with any right fiscal or other law or regulation or with the order of set-offany court of competent jurisdiction, counterclaimin each case applicable to such payment or (ii) in case of doubt as to the validity or applicability of any such law, combination of accountsregulation or order, compensation and retention in accordance with advice given with respect to the Subordinated Debt Securities validity or this Subordinated Indenture (applicability of such law, regulation or between the obligations under or in respect order at any time during said period of any Subordinated Debt Securities and any liability owed 14 days by a Holder independent legal advisers acceptable to the Company) that they might otherwise have against the Company, whether before or during a winding-up, liquidation of the Company or a Qualifying Administration. Notwithstanding the above, if any of such rights and claims of any such Holder against the Company are discharged by set-off, such Holder will immediately pay an amount equal to the amount of such discharge to the Company or, in the event of the winding up of the Company or a Qualifying Administration, the liquidator or administrator (or other relevant insolvency official), as the case may be, and until such time as payment is made will hold a sum equal to such amount in trust for the Company or the liquidator or administrator (or other relevant insolvency official), as the case may be, and accordingly such discharge shall be deemed not to have taken place. (iv) to amend and restate the fifth paragraph of Sections 5.03 in its entirety, which shall read as follows: Except as otherwise provided in this Article 5, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Subordinated Debt Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by lawTrustee, provided, however, that the Company Trustee may by notice to the Issuer require the Issuer to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an opinion of counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case the Issuer shall not, as a result forthwith take and expeditiously proceed with such action and will be bound by any final resolution of the bringing doubt resulting therefrom. If any such resolution determines that the relevant payment can be made without violating any applicable law, regulation or order then the provisions of the preceding sentence will cease to have effect and the payment will become due and payable on the expiration of the relevant grace period of 14 days after the Trustee gives written notice to the Issuer informing it of such judicial proceedings, be required to pay any amount representing or measured by reference to resolution. No recourse for the payment of the principal ofof (or premium, if any) or interest, if any, on any Senior Debt Security, or for any interest onclaim in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Subordinated Issuer in this Senior Debt Securities prior to any date on which the principal of, or any interest on, the Subordinated Debt Securities would have otherwise been payable by the Company. (v) to add the following sentence at the end of Sections 5.03: No remedy against the Company other than as referred to in this Article 5 shall be available to the Trustee or the Holders, whether for the recovery of amounts owing in respect of the Subordinated Debt Securities or under this Subordinated Indenture or in respect any Senior Debt Security, or because of the creation of any breach indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, past, present or future, of the Issuer, either directly or through the Issuer or any successor corporation of the Issuer, whether by virtue of any constitution, statute or rule of law, or by the Company enforcement of any assessment or penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of its other obligations under or in respect this Senior Debt Securities Indenture and the issue of the Subordinated Senior Debt Securities or under this Subordinated Indenture, except that the Trustee and the Holders shall have such rights and powers as they are required to have under the Trust Indenture Actof a series. (vi) to amend and restate Section 5.12(a) in its entirety, which shall read as follows: (a) such direction shall not be in conflict with any rule of law or with this Subordinated Indenture or shall not expose the Trustee to undue risk;

Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. With respect If specified pursuant to Section 3.01 for the Debt Securities onlyof any series, to amend “Default” shall have the meaning specified in accordance with their terms and not in accordance with this Article. Except as otherwise specified as contemplated by Section 3.01 (for Debt Securities of such series), “Default”, wherever used herein, means any one of the following sections events (whatever the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of the Subordinated Indenture in part:law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (i) to amend and restate, each in its entirety, Sections 5.03(a) and 5.03(b), which shall read as follows: (a1) the Company fails to pay any installment of interest Missed Payments on or prior to any date on which a dividend is paid on any Subordinated Debt Security class of such series on or before its Interest Payment Date the Company’s share capital and such failure continues for 14 days30 Business Days; or (b2) the Company fails to pay all or any part of the principal of (or premium, if any, on) or any Subordinated Debt Security of such series accrued but unpaid Payments and any Missed Payments on any date on which Redemption for such principal shall otherwise have become due and payable, whether upon redemption or otherwise, Debt Securities and such failure continues for seven days. Business Days. For the purposes of the definition of Default, a payment shall not be deemed to be due on any date on which any Solvency Condition is not satisfied. However, in the event that the Company fails to make the payments specified in (ii1) to amend and restate the second paragraph of Sections 5.03 in its entirety(2) above, which shall read as follows: If a Default occursand at such time any Solvency Condition is not satisfied, the Trustee may commence a proceeding may, to enforce the obligations of the Company, institute proceedings in England (but not elsewhere) for the winding-winding up of the Company and/or prove in a winding-up of the Company or a Qualifying AdministrationCompany, provided that the Trustee may not declare not, upon the principal amount occurrence of a Default, unless an Event of Default has occurred and is continuing, cause an Acceleration under Section 5.02 of any of the Outstanding Subordinated Debt Security Securities. Notwithstanding the foregoing, failure to be due and payable. (iii) to amend and restate the third paragraph of Sections 5.03 in its entirety, which shall read as follows: Subject to applicable law, no Holder may exercise or claim make any right of set-off, counterclaim, combination of accounts, compensation or retention payment in respect of the Debt Securities shall not be a Default in respect of such Debt Securities if such payment is withheld or refused, (i) in order to comply with any amount owed to it by the Company arising under fiscal or in connection other law or regulation or with the Subordinated Debt Securities. The Holders order of Subordinated Debt Securities by their acceptance thereof will be deemed any court of competent jurisdiction, in each case applicable to have waived such payment or (ii) in case of doubt as to the validity or applicability of any right of set-offsuch law, counterclaimregulation or order, combination of accounts, compensation and retention in accordance with advice given with respect to validity or applicability of such law, regulation or order at any time during said period of 30 Business Days (in the Subordinated Debt Securities case of payments under Clause (1) above) or this Subordinated Indenture seven Business Days (or between in the obligations case of payments under or in respect of any Subordinated Debt Securities and any liability owed Clause (2) above) by a Holder independent legal advisers acceptable to the Company) that they might otherwise have against the Company, whether before or during a winding-up, liquidation of the Company or a Qualifying Administration. Notwithstanding the above, if any of such rights and claims of any such Holder against the Company are discharged by set-off, such Holder will immediately pay an amount equal to the amount of such discharge to the Company or, in the event of the winding up of the Company or a Qualifying Administration, the liquidator or administrator (or other relevant insolvency official), as the case may be, and until such time as payment is made will hold a sum equal to such amount in trust for the Company or the liquidator or administrator (or other relevant insolvency official), as the case may be, and accordingly such discharge shall be deemed not to have taken place. (iv) to amend and restate the fifth paragraph of Sections 5.03 in its entirety, which shall read as follows: Except as otherwise provided in this Article 5, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Subordinated Debt Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by lawTrustee, provided, however, that the Trustee may by notice to the Company require the Company to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an opinion of counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case the Company shall not, as a result forthwith take and expeditiously proceed with such action and shall be bound by any final resolution of the bringing doubt resulting therefrom. If any such resolution determines that the relevant payment can be made without violating any applicable law, regulation or order then the provisions of the preceding sentence shall cease to have effect and such payment shall become due and payable on the expiration of 30 Business Days (in the case of payments under Clause (1) above) or seven Business Days (in the case of payments under Clause (2) above) after the Trustee gives written notice to the Company informing it of such judicial proceedings, be required to pay any amount representing or measured by reference to the principal of, or any interest on, the Subordinated Debt Securities prior to any date on which the principal of, or any interest on, the Subordinated Debt Securities would have otherwise been payable by the Companyresolution. (v) to add the following sentence at the end of Sections 5.03: No remedy against the Company other than as referred to in this Article 5 shall be available to the Trustee or the Holders, whether for the recovery of amounts owing in respect of the Subordinated Debt Securities or under this Subordinated Indenture or in respect of any breach by the Company of any of its other obligations under or in respect of the Subordinated Debt Securities or under this Subordinated Indenture, except that the Trustee and the Holders shall have such rights and powers as they are required to have under the Trust Indenture Act. (vi) to amend and restate Section 5.12(a) in its entirety, which shall read as follows: (a) such direction shall not be in conflict with any rule of law or with this Subordinated Indenture or shall not expose the Trustee to undue risk;

Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. With Except as otherwise provided as contemplated by Section 3.01 with respect to the any series of Subordinated Debt Securities, “Default” wherever used herein with respect to Subordinated Debt Securities onlyof a particular series, to amend means any one of the following sections events (subject as provided below, whatever the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of the Subordinated Indenture in part: (i) law pursuant to amend and restateany judgment, each in its entiretydecree or order of any court or any order, Sections 5.03(a) and 5.03(b), which shall read as follows:rule or regulation of any administrative or governmental body): (a) the Company and the Guarantor fails to pay any installment instalment of interest on any Subordinated Debt Security of such series on or before its Interest Deferred Payment Date or other date specified for the payment of Deferred Amounts in Section 3.07(b) and such failure continues for 14 days; or (b) the Company and the Guarantor fails to pay all or any part of the principal of (and premium, if any, on) any Subordinated Debt Security of such series on any date on which its Deferred Payment Date, or when such principal shall otherwise have become due and payable, whether upon redemption or otherwise, and such failure continues for seven days. (ii) to amend and restate the second paragraph of Sections 5.03 in its entirety, which shall read as follows: . If a Default occursoccurs and is continuing, the Trustee may commence a proceeding institute proceedings in England and Scotland (but not elsewhere) for the winding-up of the Company and/or prove in a winding-up of and the Company or a Qualifying AdministrationGuarantor, respectively, provided that the Trustee may not not, upon the occurrence of a Default, declare the principal amount of any of the Outstanding Subordinated Debt Security Securities to be due and payable. (iii) to amend and restate the third paragraph of Sections 5.03 in its entirety, which shall read as follows: Subject to applicable law, no Holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by the Company arising under or in connection with the Subordinated Debt Securities. The Trustee and Holders of Subordinated Debt Securities by their acceptance thereof will be deemed to have waived any right of set-off, counterclaim, off or counterclaim or combination of accounts, compensation and retention accounts with respect to the Subordinated Debt Securities or this Subordinated Debt Securities Indenture (or between the obligations under or in respect of any Subordinated Debt Securities and any liability owed by a Holder or the Trustee to the CompanyCompany or the Guarantor) that they might otherwise have against the CompanyCompany or the Guarantor, whether before or during a winding-up, liquidation of the Company or Guarantor or a Qualifying Administration. Notwithstanding the above, if any of such rights and claims of any such Holder against the Company or the Guarantor are discharged by set-off, such Holder will immediately pay an amount equal to the amount of such discharge to the Company Company, the Guarantor or, in the event of the winding up of the Company Company, the Guarantor or a Qualifying Administration, the liquidator or administrator (or other relevant insolvency official), as the case may be, and until such time as payment is made will hold a sum equal to such amount in trust for the Company Company, the Guarantor or the liquidator or administrator (or other relevant insolvency official), as the case may be, and accordingly such discharge shall be deemed not to have taken place. . Notwithstanding the foregoing, failure to make any payment in respect of a series of Subordinated Debt Securities or the Guarantee thereon, shall not be a Default in respect of such Subordinated Debt Securities or Guarantee, as applicable, if such payment is withheld or refused and the Company or the Guarantor, as applicable, deliver an Opinion of Counsel concluding that such sums were not paid in order to comply with any fiscal or other law or regulation or with the order of any court of competent jurisdiction, provided, however, that the Trustee may by notice to the Company or the Guarantor, as applicable, require the Company or the Guarantor, as the case may be, to take such action (ivincluding but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to amend resolve such doubt, in which case the Company or the Guarantor, as applicable, shall forthwith take and restate expeditiously proceed with such action and shall be bound by any final resolution of the fifth paragraph doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the provisions of Sections 5.03 the preceding sentence shall cease to have effect and the payment shall become due and payable on the expiration of 14 days (in its entiretythe case of payments under clause 5.03(a)(i) above) or seven days (in the case of payments under clause 5.03(a)(ii) above) after the Trustee gives written notice to the Company or the Guarantor, which shall read as follows: applicable, informing it of such resolution. Except as otherwise provided in this Article 5, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Subordinated Debt Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. No recourse for the payment of the principal of (or premium, providedif any) or interest, howeverif any, that on any Subordinated Debt Security, or for any claim based on the Guarantee endorsed thereon or otherwise in respect thereof or of the Guarantee and no recourse under or upon any obligation, covenant or agreement of the Company shall not, as a result of or the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to the principal of, or any interest on, the Guarantor in this Subordinated Debt Securities prior Indenture, or in any Subordinated Debt Security, in the Guarantee endorsed thereon, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder (other than the Guarantor under the terms of the Guarantee), officer or director, past, present or future, of the Company or any Guarantor or of any successor corporation of either the Company or the Guarantor, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that to any date on which the principal extent lawful all such liability is hereby expressly waived and released as a condition of, or any interest onand as a consideration for, the execution of this Subordinated Debt Securities would have otherwise been payable by Indenture and the Company. (v) to add the following sentence at the end of Sections 5.03: No remedy against the Company other than as referred to in this Article 5 shall be available to the Trustee or the Holders, whether for the recovery of amounts owing in respect issue of the Subordinated Debt Securities or under this Subordinated Indenture or in respect of any breach by a series, and the Company of any of its other obligations under or in respect endorsement of the Subordinated Debt Securities or under this Subordinated Indenture, except that the Trustee and the Holders shall have such rights and powers as they are required to have under the Trust Indenture ActGuarantee thereon. (vi) to amend and restate Section 5.12(a) in its entirety, which shall read as follows: (a) such direction shall not be in conflict with any rule of law or with this Subordinated Indenture or shall not expose the Trustee to undue risk;

Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. With Except as otherwise provided as contemplated by Section 3.01 with respect to the any series of Subordinated Debt Securities, “Default” wherever used herein with respect to Subordinated Debt Securities onlyof a particular series, to amend means any one of the following sections events ((subject as provided below) whatever the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of the Subordinated Indenture in part: (i) law pursuant to amend and restateany judgment, each in its entiretydecree or order of any court or any order, Sections 5.03(a) and 5.03(b), which shall read as follows:rule or regulation of any administrative or governmental body): (a) the Company fails to pay any installment of interest on any Subordinated Debt Security of such series on or before its Interest Deferred Payment Date and such failure continues for 14 days; or (b) the Company fails to pay all or any part of the principal of (and premium, if any, on) any Subordinated Debt Security of such series on any its Deferred Payment Date, or date on which such principal shall otherwise have become due and payable, whether upon redemption or otherwise, and such failure continues for seven days. (ii) to amend and restate the second paragraph of Sections 5.03 in its entirety, which shall read as follows: . If a Default occursoccurs and is continuing, the Trustee may commence a proceeding in Scotland (but not elsewhere) for the winding-winding up of the Company and/or prove in a winding-up of the Company or a Qualifying AdministrationCompany, provided that the Trustee may not not, upon the occurrence of a Default, declare the principal amount of any of the Outstanding Subordinated Debt Security Securities to be due and payable. (iii) to amend and restate the third paragraph of Sections 5.03 in its entirety, which shall read as follows: Subject to applicable law, no Holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by the Company arising under or in connection with the Subordinated Debt Securities. The Holders of Subordinated Debt Securities by their acceptance thereof will be deemed to have waived any right of set-off, counterclaim, off or counterclaim or combination of accounts, compensation and retention accounts with respect to the Subordinated Debt Securities or this Subordinated Debt Securities Indenture (or between the obligations under or in respect of any Subordinated Debt Securities and any liability owed by a Holder to the Company) that they (or the Trustee acting on their behalf) might otherwise have against the Company, whether before or during a winding-winding up, administration or liquidation of the Company or a Qualifying Administrationotherwise. Notwithstanding the above, if any of such rights and claims of any such Holder (or the Trustee acting on behalf of such Holder) against the Company are discharged by set-off, such Holder (or the Trustee acting on behalf of such Holder) will immediately pay an amount equal to the amount of such discharge to the Company or, in the event of the winding up or administration of the Company or a Qualifying AdministrationCompany, the liquidator or administrator (or other relevant insolvency official), as the case may be, to be held on trust for Senior Creditors, and until such time as payment is made will hold a sum equal to such amount in trust for the Company or the liquidator or administrator (or other relevant insolvency official), as the case may beSenior Creditors, and accordingly such discharge shall be deemed not to have taken place. (iv) . Notwithstanding the foregoing, failure to amend make any payment in respect of a series of Subordinated Debt Securities shall not be a Default in respect of such Subordinated Debt Securities if such payment is withheld or refused and restate the fifth paragraph Company delivers an Opinion of Sections 5.03 Counsel concluding that such sums were not paid in its entiretyorder to comply with any fiscal or other law or regulation or with the order of any court of competent jurisdiction; provided, however, that the Trustee may by notice to the Company require the Company to take such action, which is appropriate and reasonable in the circumstances (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, in which case the Company shall read forthwith take and expeditiously proceed with such action and shall be bound by any final resolution resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the provisions of the preceding sentence shall cease to have effect and the payment shall become due and payable on the expiration of 14 days (in the case of payments under clause 5.03(a) above) or seven days (in the case of payments under clause 5.03(b) above) after the Trustee gives written notice to the Company informing it of such resolution. Insofar as follows: Except as otherwise provided in such actions do not conflict with the other provisions of this Article 55 and the provisions of this Subordinated Debt Securities Indenture, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Subordinated Debt Securities of such series series, whether in connection with any breach by the Company of its obligations under the Subordinated Debt Securities, the Subordinated Debt Indenture or otherwise, by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Subordinated Debt Securities Indenture or in aid of the exercise of any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by this Subordinated Debt Securities Indenture or by law, ; provided, however, that the Company shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to the principal of, or any interest on, the Subordinated Debt Securities prior to any date on which the principal of, or any interest on, the Subordinated Debt Securities would have otherwise been payable by the Company. . No recourse for the payment of the principal of (vor premium, if any) to add the following sentence at the end or interest, if any, on any Subordinated Debt Security, or for any claim based thereon or otherwise in respect thereof and no recourse under or upon any obligation, covenant or agreement of Sections 5.03: No remedy against the Company other than as referred to in this Article 5 Subordinated Debt Securities Indenture, or in any Subordinated Debt Security, or because of the creation of any indebtedness represented thereby, shall be available had against any incorporator, stockholder, officer or director, past, present or future, of the Company or of any successor corporation of the Company, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that to the Trustee or extent lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the Holders, whether for execution of this Subordinated Debt Securities Indenture and the recovery of amounts owing in respect issue of the Subordinated Debt Securities or under this Subordinated Indenture or in respect of any breach by the Company of any of its other obligations under or in respect of the Subordinated Debt Securities or under this Subordinated Indenture, except that the Trustee and the Holders shall have such rights and powers as they are required to have under the Trust Indenture ActSecurities. (vi) to amend and restate Section 5.12(a) in its entirety, which shall read as follows: (a) such direction shall not be in conflict with any rule of law or with this Subordinated Indenture or shall not expose the Trustee to undue risk;