Common use of Qualifying Takeover Event Clause in Contracts

Qualifying Takeover Event. (i) If a Qualifying Takeover Event shall occur, the Tier 1 BCNs shall, where the Conversion Date falls on or after the New Conversion Condition Effective Date, be converted into Approved Entity Shares of the Approved Entity, mutatis mutandis as provided in accordance with this Condition 7, at a Conversion Price that shall be the New Conversion Price. (ii) The New Floor Price shall be subject to adjustment in the circumstances provided in this Condition 7 for the adjustment of the Floor Price (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate) and the Issuer shall give notice to Holders of the New Floor Price and of any such modifications and amendments thereafter. (iii) In the case of a Qualifying Takeover Event: (1) the Issuer shall and will procure that the Guarantor shall, on or prior to the New Conversion Condition Effective Date, enter into such agreements and arrangements, which may include deeds supplemental to these Conditions, and such amendments and modifications to these Conditions and the Guarantee shall be made to ensure that, with effect from the New Conversion Condition Effective Date, the Tier 1 BCNs shall be convertible into, or exchangeable for, Approved Entity Shares of the Approved Entity, mutatis mutandis in accordance with, and subject to, this Condition 7 (as may be so supplemented, amended or modified) at the New Conversion Price; (2) the Issuer shall, where the Conversion Date falls on or after the New Conversion Condition Effective Date, procure the issue and/or delivery of the relevant number of Approved Entity Shares in the manner provided in this Condition 7, as may be amended or modified as provided above. (iv) Within 10 business days following the occurrence of a Takeover Event, the Issuer shall give notice thereof in accordance with Condition 17 to the Holders (a “Takeover Event Notice”). The Takeover Event Notice shall specify: (1) the identity of the Acquiror; (2) whether the Takeover Event is a Qualifying Takeover Event or a Non-Qualifying Takeover Event; (3) in the case of a Qualifying Takeover Event, if determined at such time, the New Floor Price; and (4) if applicable, the New Conversion Condition Effective Date.

Qualifying Takeover Event. (ia) Within ten (10) Business Days following the occurrence of a Takeover Event, the Issuer shall give notice thereof to the Holders of the Notes by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event shall occurEvent, the Tier 1 BCNs Notes shall, where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided in accordance with this Condition 7under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (iic) The New Floor Price shall be subject to adjustment in the circumstances provided in this Condition 7 for the adjustment under Section 5.1 (Adjustment of the Floor Price Price) (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate) appropriate and references to “Ordinary Shares” shall be read as references to “Approved Entity Shares”), and the Issuer shall give publish a notice to Holders on the ISA’s website (Magna) and the TASE announcement system (MAYA) of the Notes of the New Floor Price and of any such modifications and amendments thereafter. (iiid) In the case of a Qualifying Takeover Event: (1i) the Issuer shall shall, to the extent permitted by Applicable Law and will procure that the Guarantor shallregulation, on or prior to the New Conversion Condition QTE Effective Date, enter into such agreements and arrangements, arrangements (which may include deeds supplemental indentures to these Conditions, this Indenture and such amendments and modifications to these Conditions the terms of the Notes and the Guarantee shall this Indenture) as may be made required to ensure that, with effect from the New Conversion Condition QTE Effective Date, the Tier 1 BCNs Notes shall be convertible into, or exchangeable for, Approved Entity Shares of the Approved EntityShares, mutatis mutandis in accordance with, and subject to, this Condition 7 the provisions under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) (as may be so supplemented, amended or modified) ), at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price;; and (2ii) upon the Issuer shall, occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, the Issuer shall procure (to the extent within its control) the issue and/or delivery of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided in this Condition 7under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), as may be amended or modified as provided above. (ive) Within 10 business days following The Trustee shall be obliged (at the occurrence expense of a Takeover Eventthe Issuer) to concur with the Issuer in making any such amendments and modifications to this Indenture, and to execute any supplemental indentures to this Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Issuer shall give notice thereof in accordance with Condition 17 to Trustee under this Indenture and/or the Holders (a “Takeover Event Notice”). The Takeover Event Notice shall specify:terms of the Notes. (1f) For the identity avoidance of the Acquiror; (2) whether the doubt, if a Takeover Event is not a Qualifying Takeover Event or (including if that is because the Acquirer is a Non-Governmental Entity), there is no provision for any automatic adjustment to the terms of the Notes, whether in the manner provided for above in respect of Qualifying Takeover Events, or at all, and therefore the provisions above under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event; ) shall continue to apply and “Conversion Shares” will continue to have the meaning set out in Section 4.3 (3) in the case of a Qualifying Takeover Event, if determined at such time, the New Floor Price; and (4) if applicable, the New The Conversion Condition Effective DateShares).

Qualifying Takeover Event. (ia) Within ten (10) Business Days following the occurrence of a Takeover Event, the Company shall give notice thereof to the Holders and Beneficial Owners of the Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event shall occurEvent, the Tier 1 BCNs Securities shall, where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided in accordance with this Condition 7under Section 2.08 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (iic) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided in this Condition 7 for the adjustment of the Floor Price under Section 3.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate) appropriate and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares”), and the Issuer Company shall give notice to the Holders of the Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (iiid) In the case of a Qualifying Takeover Event: (1i) the Issuer shall Company shall, to the extent permitted by applicable law and will procure that the Guarantor shallregulation, on or prior to the New Conversion Condition QTE Effective Date, enter into such agreements and arrangementsarrangements (including, which may include deeds without limitation supplemental indentures to these Conditions, the Indenture and such amendments and modifications to these Conditions the terms of the Securities and the Guarantee shall Indenture) as may be made required to ensure that, with effect from effective upon the New Conversion Condition QTE Effective Date, the Tier 1 BCNs Securities shall be convertible into, or exchangeable for, Approved Entity Shares of the Approved EntityShares, mutatis mutandis in accordance with, and subject to, the provisions of Sections 2.08 of this Condition 7 (as may be so supplementedFourth Supplemental Indenture, amended or modified) at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price;; and (2ii) upon the Issuer shall, occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, the Company shall procure (to the extent within its control) the issue and/or delivery of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided in under Section 2.08 of this Condition 7, as may be amended or modified as provided aboveFourth Supplemental Indenture. (ive) Within 10 business days following The Trustee shall be obliged (at the occurrence expense of a Takeover Eventthe Company) to concur with the Company in making any such amendments and modifications to the Indenture, and to execute any supplemental indentures to the Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre-funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Issuer shall give notice thereof in accordance with Condition 17 to Trustee under the Holders (a “Takeover Event Notice”). The Takeover Event Notice shall specify:Indenture and/or the terms of the Securities. (1f) For the identity avoidance of doubt, if for any reason (including, without limitation, because the Acquiror; (2) whether the Acquirer is a Governmental Entity), a Takeover Event is a Qualifying Takeover Event or a Non-Qualifying Takeover Event; (3) in the case of not a Qualifying Takeover Event, if determined there is no provision for any automatic adjustment to the terms of the Securities, whether in the manner provided for in this Article III in respect of Qualifying Takeover Events, or at such timeall, and Section 2.08 shall apply without any automatic adjustment and “Conversion Shares” will continue to have the New Floor Price; and (4) if applicable, the New Conversion Condition Effective Datemeaning set out in Section 1.01.

Qualifying Takeover Event. (ia) Within ten (10) Business Days following the occurrence of a Takeover Event, the Company shall give notice thereof to the Holders and Beneficial Owners of the Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event shall occurEvent, the Tier 1 BCNs Securities shall, where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided in accordance with this Condition 7under Section 2.15 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price. (iic) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided in this Condition 7 for the adjustment of the Floor Price under Section 3.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate) ), and the Issuer Company shall give notice to the Holders of the Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (iiid) In the case of a Qualifying Takeover Event: (1i) the Issuer shall Company shall, to the extent permitted by applicable law and will procure that the Guarantor shallregulation, on or prior to the New Conversion Condition QTE Effective Date, enter into such agreements and arrangementsarrangements (including, which may include deeds without limitation supplemental indentures to these Conditions, the Indenture and such amendments and modifications to these Conditions the terms and conditions of the Securities and the Guarantee shall Indenture) as may be made required to ensure that, with effect from effective upon the New Conversion Condition QTE Effective Date, the Tier 1 BCNs Securities shall be convertible into, or exchangeable for, Approved Entity Shares of the Approved EntityShares, mutatis mutandis in accordance with, and subject to, the provisions of Sections 2.15 of this Condition 7 (as may be so supplementedFourth Supplemental Indenture, amended or modified) at the New Conversion Price; (2ii) the Issuer Company shall, where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, procure (to the extent within its control) the issue and/or delivery of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided in under Section 2.15 of this Condition 7, as may be amended or modified as provided aboveFourth Supplemental Indenture. (ive) Within 10 business days following For the occurrence avoidance of doubt, if for any reason (including, without limitation, because the Acquirer is a Governmental Entity), a Takeover Event, the Issuer shall give notice thereof in accordance with Condition 17 Event fails to the Holders (a “Takeover Event Notice”). The Takeover Event Notice shall specify: (1) the identity of the Acquiror; (2) whether the Takeover Event is a Qualifying Takeover Event or a Non-Qualifying Takeover Event; (3) in the case of a be Qualifying Takeover Event, if determined there shall not be any automatic adjustment to the terms of the Securities, whether in the manner provided for in this Article III in respect of Qualifying Takeover Events, or at such time, the New Floor Price; and (4) if applicable, the New Conversion Condition Effective Dateall.

Qualifying Takeover Event. (ia) Within ten (10) Business Days following the occurrence of a Takeover Event, the Issuer shall give notice thereof to the Holders of the Notes by means of a Takeover Event Notice.‌ (b) If the Takeover Event is a Qualifying Takeover Event shall occurEvent, the Tier 1 BCNs Notes shall, where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided in accordance with this Condition 7under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (iic) The New Floor Price shall be subject to adjustment in the circumstances provided in this Condition 7 for the adjustment under Section 5.1 (Adjustment of the Floor Price Price) (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate) appropriate and references to “Ordinary Shares” shall be read as references to “Approved Entity Shares”), and the Issuer shall give publish a notice to Holders on the ISA’s website (Magna) and the TASE announcement system (MAYA) of the Notes of the New Floor Price and of any such modifications and amendments thereafter. (iiid) In the case of a Qualifying Takeover Event: (1i) the Issuer shall shall, to the extent permitted by Applicable Law and will procure that the Guarantor shallregulation, on or prior to the New Conversion Condition QTE Effective Date, enter into such agreements and arrangements, arrangements (which may include deeds supplemental indentures to these Conditions, this Indenture and such amendments and modifications to these Conditions the terms of the Notes and the Guarantee shall this Indenture) as may be made required to ensure that, with effect from the New Conversion Condition QTE Effective Date, the Tier 1 BCNs Notes shall be convertible into, or exchangeable for, Approved Entity Shares of the Approved EntityShares, mutatis mutandis in accordance with, and subject to, this Condition 7 the provisions under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) (as may be so supplemented, amended or modified) ), at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price;; and (2ii) upon the Issuer shall, occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, the Issuer shall procure (to the extent within its control) the issue and/or delivery of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided in this Condition 7under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), as may be amended or modified as provided above. (ive) Within 10 business days following The Trustee shall be obliged (at the occurrence expense of a Takeover Eventthe Issuer) to concur with the Issuer in making any such amendments and modifications to this Indenture, and to execute any supplemental indentures to this Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Issuer shall give notice thereof in accordance with Condition 17 to Trustee under this Indenture and/or the Holders (a “Takeover Event Notice”). The Takeover Event Notice shall specify:terms of the Notes. (1f) For the identity avoidance of the Acquiror; (2) whether the doubt, if a Takeover Event is not a Qualifying Takeover Event or (including if that is because the Acquirer is a Non-Governmental Entity), there is no provision for any automatic adjustment to the terms of the Notes, whether in the manner provided for above in respect of Qualifying Takeover Events, or at all, and therefore the provisions above under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event; ) shall continue to apply and “Conversion Shares” will continue to have the meaning set out in Section 4.3 (3) in the case of a Qualifying Takeover Event, if determined at such time, the New Floor Price; and (4) if applicable, the New The Conversion Condition Effective DateShares).

Qualifying Takeover Event. (ia) Within ten (10) Business Days following the occurrence of a Takeover Event, the Company shall give notice thereof to the Holders and Beneficial Owners of the Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event shall occurEvent, the Tier 1 BCNs Securities shall, where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided in accordance with this Condition 7under Section 2.07 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (iic) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided in this Condition 7 for the adjustment of the Floor Price under Section 4.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate) appropriate and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares”), and the Issuer Company shall give notice to the Holders of the Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (iiid) In the case of a Qualifying Takeover Event: (1i) the Issuer shall Company shall, to the extent permitted by applicable law and will procure that the Guarantor shallregulation, on or prior to the New Conversion Condition QTE Effective Date, enter into such agreements and arrangementsarrangements (including, which may include deeds without limitation supplemental indentures to these Conditions, the Indenture and such amendments and modifications to these Conditions the terms of the Securities and the Guarantee shall Indenture) as may be made required to ensure that, with effect from effective upon the New Conversion Condition QTE Effective Date, the Tier 1 BCNs Securities shall be convertible into, or exchangeable for, Approved Entity Shares of the Approved EntityShares, mutatis mutandis in accordance with, and subject to, the provisions of Section 2.07 of this Condition 7 (as may be so supplementedEighth Supplemental Indenture, amended or modified) at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price;; and (2ii) upon the Issuer shall, occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, the Company shall procure (to the extent within its control) the issue and/or delivery of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided in under Section 2.07 of this Condition 7, as may be amended or modified as provided aboveEighth Supplemental Indenture. (ive) Within 10 business days following The Trustee shall be obliged (at the occurrence expense of a Takeover Eventthe Company) to concur with the Company in making any such amendments and modifications to the Indenture, and to execute any supplemental indentures to the Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre-funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Issuer shall give notice thereof in accordance with Condition 17 to Trustee under the Holders (a “Takeover Event Notice”). The Takeover Event Notice shall specify:Indenture and/or the terms of the Securities. (1f) For the identity avoidance of doubt, if for any reason (including, without limitation, because the Acquiror; (2) whether the Acquirer is a Governmental Entity), a Takeover Event is a Qualifying Takeover Event or a Non-Qualifying Takeover Event; (3) in the case of not a Qualifying Takeover Event, if determined there is no provision for any automatic adjustment to the terms of the Securities, whether in the manner provided for in this Article IV in respect of Qualifying Takeover Events, or at such timeall, and Section 2.07 shall apply without any automatic adjustment and “Conversion Shares” will continue to have the New Floor Price; and (4) if applicable, the New Conversion Condition Effective Datemeaning set out in Section 1.01.

Qualifying Takeover Event. (ia) Within ten (10) Business Days following the occurrence of a Takeover Event, the Company shall give notice thereof to the Holders and Beneficial Owners of the Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event shall occurEvent, the Tier 1 BCNs Securities shall, where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided in accordance with this Condition 7under Section 2.07 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (iic) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided in this Condition 7 for the adjustment of the Floor Price under Section 3.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate) appropriate and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares”), and the Issuer Company shall give notice to the Holders of the Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (iiid) In the case of a Qualifying Takeover Event: (1i) the Issuer shall Company shall, to the extent permitted by applicable law and will procure that the Guarantor shallregulation, on or prior to the New Conversion Condition QTE Effective Date, enter into such agreements and arrangementsarrangements (including, which may include deeds without limitation supplemental indentures to these Conditions, the Indenture and such amendments and modifications to these Conditions the terms of the Securities and the Guarantee shall Indenture) as may be made required to ensure that, with effect from effective upon the New Conversion Condition QTE Effective Date, the Tier 1 BCNs Securities shall be convertible into, or exchangeable for, Approved Entity Shares of the Approved EntityShares, mutatis mutandis in accordance with, and subject to, the provisions of Section 2.07 of this Condition 7 (as may be so supplementedSixth Supplemental Indenture, amended or modified) at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price;; and (2ii) upon the Issuer shall, occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, the Company shall procure (to the extent within its control) the issue and/or delivery of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided in under Section 2.07 of this Condition 7, as may be amended or modified as provided aboveSixth Supplemental Indenture. (ive) Within 10 business days following The Trustee shall be obliged (at the occurrence expense of a Takeover Eventthe Company) to concur with the Company in making any such amendments and modifications to the Indenture, and to execute any supplemental indentures to the Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre-funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Issuer shall give notice thereof in accordance with Condition 17 to Trustee under the Holders (a “Takeover Event Notice”). The Takeover Event Notice shall specify:Indenture and/or the terms of the Securities. (1f) For the identity avoidance of doubt, if for any reason (including, without limitation, because the Acquiror; (2) whether the Acquirer is a Governmental Entity), a Takeover Event is a Qualifying Takeover Event or a Non-Qualifying Takeover Event; (3) in the case of not a Qualifying Takeover Event, if determined there is no provision for any automatic adjustment to the terms of the Securities, whether in the manner provided for in this Article III in respect of Qualifying Takeover Events, or at such timeall, and Section 2.07 shall apply without any automatic adjustment and “Conversion Shares” will continue to have the New Floor Price; and (4) if applicable, the New Conversion Condition Effective Datemeaning set out in Section 1.01.

Qualifying Takeover Event. (ia) Within ten (10) Business Days following the occurrence of a Takeover Event, the Company shall give notice thereof to the Holders and Beneficial Owners of the Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event shall occurEvent, the Tier 1 BCNs Securities shall, where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided in accordance with this Condition 7under Section 2.08 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (iic) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided in this Condition 7 for the adjustment of the Floor Price under Section 3.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate) appropriate and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares”), and the Issuer Company shall give notice to the Holders of the Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (iiid) In the case of a Qualifying Takeover Event: (1i) the Issuer shall Company shall, to the extent permitted by applicable law and will procure that the Guarantor shallregulation, on or prior to the New Conversion Condition QTE Effective Date, enter into such agreements and arrangementsarrangements (including, which may include deeds without limitation supplemental indentures to these Conditions, the Indenture and such amendments and modifications to these Conditions the terms of the Securities and the Guarantee shall Indenture) as may be made required to ensure that, with effect from effective upon the New Conversion Condition QTE Effective Date, the Tier 1 BCNs Securities shall be convertible into, or exchangeable for, Approved Entity Shares of the Approved EntityShares, mutatis mutandis in accordance with, and subject to, the provisions of Sections 2.08 of this Condition 7 (as may be so supplementedThird Supplemental Indenture, amended or modified) at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price;; and (2ii) upon the Issuer shall, occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, the Company shall procure (to the extent within its control) the issue and/or delivery of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided in under Section 2.08 of this Condition 7, as may be amended or modified as provided aboveThird Supplemental Indenture. (ive) Within 10 business days following The Trustee shall be obliged (at the occurrence expense of a Takeover Eventthe Company) to concur with the Company in making any such amendments and modifications to the Indenture, and to execute any supplemental indentures to the Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre-funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Issuer shall give notice thereof in accordance with Condition 17 to Trustee under the Holders (a “Takeover Event Notice”). The Takeover Event Notice shall specify:Indenture and/or the terms of the Securities. (1f) For the identity avoidance of doubt, if for any reason (including, without limitation, because the Acquiror; (2) whether the Acquirer is a Governmental Entity), a Takeover Event is a Qualifying Takeover Event or a Non-Qualifying Takeover Event; (3) in the case of not a Qualifying Takeover Event, if determined there is no provision for any automatic adjustment to the terms of the Securities, whether in the manner provided for in this Article III in respect of Qualifying Takeover Events, or at such timeall, and Section 2.08 shall apply without any automatic adjustment and “Conversion Shares” will continue to have the New Floor Price; and (4) if applicable, the New Conversion Condition Effective Datemeaning set out in Section 1.01.

Qualifying Takeover Event. (ia) Within ten (10) Business Days following the occurrence of a Takeover Event, the Company shall give notice thereof to the Holders and Beneficial Owners of the Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event shall occurEvent, the Tier 1 BCNs Securities shall, where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided in accordance with this Condition 7under Section 2.15 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price. (iic) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided in this Condition 7 for the adjustment of the Floor Price under Section 3.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate) ), and the Issuer Company shall give notice to the Holders of the Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (iiid) In the case of a Qualifying Takeover Event: (1i) the Issuer shall Company shall, to the extent permitted by applicable law and will procure that the Guarantor shallregulation, on or prior to the New Conversion Condition QTE Effective Date, enter into such agreements and arrangementsarrangements (including, which may include deeds without limitation supplemental indentures to these Conditions, the Indenture and such amendments and modifications to these Conditions the terms and conditions of the Securities and the Guarantee shall Indenture) as may be made required to ensure that, with effect from effective upon the New Conversion Condition QTE Effective Date, the Tier 1 BCNs Securities shall be convertible into, or exchangeable for, Approved Entity Shares of the Approved EntityShares, mutatis mutandis in accordance with, and subject to, the provisions of Sections 2.15 of this Condition 7 (as may be so supplementedThird Supplemental Indenture, amended or modified) at the New Conversion Price; (2ii) the Issuer Company shall, where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, procure (to the extent within its control) the issue and/or delivery of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided in under Section 2.15 of this Condition 7, as may be amended or modified as provided aboveThird Supplemental Indenture. (ive) Within 10 business days following For the occurrence avoidance of doubt, if for any reason (including, without limitation, because the Acquirer is a Governmental Entity), a Takeover Event, the Issuer shall give notice thereof in accordance with Condition 17 Event fails to the Holders (a “Takeover Event Notice”). The Takeover Event Notice shall specify: (1) the identity of the Acquiror; (2) whether the Takeover Event is a Qualifying Takeover Event or a Non-Qualifying Takeover Event; (3) in the case of a be Qualifying Takeover Event, if determined there shall not be any automatic adjustment to the terms of the Securities, whether in the manner provided for in this Article III in respect of Qualifying Takeover Events, or at such time, the New Floor Price; and (4) if applicable, the New Conversion Condition Effective Dateall.

Qualifying Takeover Event. (ia) Within ten (10) Business Days following the occurrence of a Takeover Event, the Company shall give notice thereof to the Holders and Beneficial Owners of the Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event shall occurEvent, the Tier 1 BCNs Securities shall, where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided in accordance with this Condition 7under Section 2.07 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (iic) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided in this Condition 7 for the adjustment of the Floor Price under Section 3.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate) appropriate and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares”), and the Issuer Company shall give notice to the Holders of the Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (iiid) In the case of a Qualifying Takeover Event: (1i) the Issuer shall Company shall, to the extent permitted by applicable law and will procure that the Guarantor shallregulation, on or prior to the New Conversion Condition QTE Effective Date, enter into such agreements and arrangementsarrangements (including, which may include deeds without limitation supplemental indentures to these Conditions, the Indenture and such amendments and modifications to these Conditions the terms of the Securities and the Guarantee shall Indenture) as may be made required to ensure that, with effect from effective upon the New Conversion Condition QTE Effective Date, the Tier 1 BCNs Securities shall be convertible into, or exchangeable for, Approved Entity Shares of the Approved EntityShares, mutatis mutandis in accordance with, and subject to, the provisions of Section 2.07 of this Condition 7 (as may be so supplementedSeventh Supplemental Indenture, amended or modified) at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price;; and (2ii) upon the Issuer shall, occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, the Company shall procure (to the extent within its control) the issue and/or delivery of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided in under Section 2.07 of this Condition 7, as may be amended or modified as provided aboveSeventh Supplemental Indenture. (ive) Within 10 business days following The Trustee shall be obliged (at the occurrence expense of a Takeover Eventthe Company) to concur with the Company in making any such amendments and modifications to the Indenture, and to execute any supplemental indentures to the Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre-funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Issuer shall give notice thereof in accordance with Condition 17 to Trustee under the Holders (a “Takeover Event Notice”). The Takeover Event Notice shall specify:Indenture and/or the terms of the Securities. (1f) For the identity avoidance of doubt, if for any reason (including, without limitation, because the Acquiror; (2) whether the Acquirer is a Governmental Entity), a Takeover Event is a Qualifying Takeover Event or a Non-Qualifying Takeover Event; (3) in the case of not a Qualifying Takeover Event, if determined there is no provision for any automatic adjustment to the terms of the Securities, whether in the manner provided for in this Article III in respect of Qualifying Takeover Events, or at such timeall, and Section 2.07 shall apply without any automatic adjustment and “Conversion Shares” will continue to have the New Floor Price; and (4) if applicable, the New Conversion Condition Effective Datemeaning set out in Section 1.01.

Qualifying Takeover Event. (ia) Within ten (10) Business Days following the occurrence of a Takeover Event, the Company shall give notice thereof to the Holders and Beneficial Owners of the Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event shall occurEvent, the Tier 1 BCNs Securities shall, where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided in accordance with this Condition 7under Section 2.07 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (iic) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided in this Condition 7 for the adjustment of the Floor Price under Section 4.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate) appropriate and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares”), and the Issuer Company shall give notice to the Holders of the Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (iiid) In the case of a Qualifying Takeover Event: (1i) the Issuer shall Company shall, to the extent permitted by applicable law and will procure that the Guarantor shallregulation, on or prior to the New Conversion Condition QTE Effective Date, enter into such agreements and arrangementsarrangements (including, which may include deeds without limitation supplemental indentures to these Conditions, the Indenture and such amendments and modifications to these Conditions the terms of the Securities and the Guarantee shall Indenture) as may be made required to ensure that, with effect from effective upon the New Conversion Condition QTE Effective Date, the Tier 1 BCNs Securities shall be convertible into, or exchangeable for, Approved Entity Shares of the Approved EntityShares, mutatis mutandis in accordance with, and subject to, the provisions of Section 2.07 of this Condition 7 (as may be so supplementedNinth Supplemental Indenture, amended or modified) at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price;; and (2ii) upon the Issuer shall, occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, the Company shall procure (to the extent within its control) the issue and/or delivery of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided in under Section 2.07 of this Condition 7, as may be amended or modified as provided aboveNinth Supplemental Indenture. (ive) Within 10 business days following The Trustee shall be obliged (at the occurrence expense of a Takeover Eventthe Company) to concur with the Company in making any such amendments and modifications to the Indenture, and to execute any supplemental indentures to the Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre-funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Issuer shall give notice thereof in accordance with Condition 17 to Trustee under the Holders (a “Takeover Event Notice”). The Takeover Event Notice shall specify:Indenture and/or the terms of the Securities. (1f) For the identity avoidance of doubt, if for any reason (including, without limitation, because the Acquiror; (2) whether the Acquirer is a Governmental Entity), a Takeover Event is a Qualifying Takeover Event or a Non-Qualifying Takeover Event; (3) in the case of not a Qualifying Takeover Event, if determined there is no provision for any automatic adjustment to the terms of the Securities, whether in the manner provided for in this Article IV in respect of Qualifying Takeover Events, or at such timeall, and Section 2.07 shall apply without any automatic adjustment and “Conversion Shares” will continue to have the New Floor Price; and (4) if applicable, the New Conversion Condition Effective Datemeaning set out in Section 1.01.

Qualifying Takeover Event. (ia) Within ten (10) Business Days following the occurrence of a Takeover Event, the Company shall give notice thereof to the Holders and Beneficial Owners of the Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event shall occurEvent, the Tier 1 BCNs Securities shall, where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided in accordance with this Condition 7under Section 2.08 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (iic) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided in this Condition 7 for the adjustment of the Floor Price under Section 3.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate) appropriate and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares”), and the Issuer Company shall give notice to the Holders of the Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (iiid) In the case of a Qualifying Takeover Event: (1i) the Issuer shall Company shall, to the extent permitted by applicable law and will procure that the Guarantor shallregulation, on or prior to the New Conversion Condition QTE Effective Date, enter into such agreements and arrangementsarrangements (including, which may include deeds without limitation supplemental indentures to these Conditions, the Indenture and such amendments and modifications to these Conditions the terms of the Securities and the Guarantee shall Indenture) as may be made required to ensure that, with effect from effective upon the New Conversion Condition QTE Effective Date, the Tier 1 BCNs Securities shall be convertible into, or exchangeable for, Approved Entity Shares of the Approved EntityShares, mutatis mutandis in accordance with, and subject to, the provisions of Section 2.08 of this Condition 7 (as may be so supplementedEleventh Supplemental Indenture, amended or modified) at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price;; and (2ii) upon the Issuer shall, occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the New Conversion Condition QTE Effective Date, the Company shall procure (to the extent within its control) the issue and/or delivery of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided in under Section 2.08 of this Condition 7, as may be amended or modified as provided aboveEleventh Supplemental Indenture. (ive) Within 10 business days following The Trustee shall be obliged (at the occurrence expense of a Takeover Eventthe Company) to concur with the Company in making any such amendments and modifications to the Indenture, and to execute any supplemental indentures to the Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre-funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Issuer shall give notice thereof in accordance with Condition 17 to Trustee under the Holders (a “Takeover Event Notice”). The Takeover Event Notice shall specify:Indenture and/or the terms of the Securities. (1f) For the identity avoidance of doubt, if for any reason (including, without limitation, because the Acquiror; (2) whether the Acquirer is a Governmental Entity), a Takeover Event is a Qualifying Takeover Event or a Non-Qualifying Takeover Event; (3) in the case of not a Qualifying Takeover Event, if determined there is no provision for any automatic adjustment to the terms of the Securities, whether in the manner provided for in this Article III in respect of Qualifying Takeover Events, or at such timeall, and Section 2.08 shall apply without any automatic adjustment and “Conversion Shares” will continue to have the New Floor Price; and (4) if applicable, the New Conversion Condition Effective Datemeaning set out in Section 1.01.