Common use of Suspension and Write-Down and Cancellation Clause in Contracts

Suspension and Write-Down and Cancellation. Notwithstanding anything to the contrary contained in the terms of the Securities, upon the occurrence of a Non-Viability Event, no principal of, interest on or other amount under the Securities (including Additional Amounts with respect thereto and any other amount due under the Company’s indemnification obligation as provided in Section 4.13, if any) (other than with respect to principal, interest, any Additional Amounts and any other amount due under Section 4.13 that have become due and payable prior to the occurrence of the Non-Viability Event and remain unpaid) shall thereafter become due, and the Company’s obligations with respect to the payment of any such amounts and any claims therefor (other than with respect to principal, interest, any Additional Amounts and any amount due under the Company’s indemnification obligation as provided in Section 4.13 that have become due and payable prior to the occurrence of the Non-Viability Event and remain unpaid) will be suspended from the occurrence of the Non-Viability Event until the Write-Down Date. On the Write-Down Date: (i) the full principal amount of or interest on or any other amount in respect of the Securities (including Additional Amounts with respect thereto and any other amount due under the Company’s indemnification obligation as provided in Section 4.13, if any) will be permanently written down to zero, the Company shall be discharged and released from any and all of its obligations to pay the full principal amount of, interest on and any other amount under the Securities (including Additional Amounts with respect thereto, if any), and the Securities will be cancelled, in each case other than principal amount, interest, any Additional Amounts and any other amount due under Section 4.13 that have become due and payable prior to the occurrence of the Non-Viability Event and remain unpaid; (ii) the Company’s obligations shall remain with respect to (A) any accrued and unpaid interest on or principal of the Securities and (B) any Additional Amount and any amount due under the Company’s indemnification obligation as provided in Section 4.13, in each case, if and only to the extent that such interest, principal, Additional Amounts or other amount, as applicable, has become due and payable to the Holders of such Securities prior to the occurrence of the Non-Viability Event and remain unpaid; and (iii) the Holders of the Securities will be deemed to have irrevocably waived their right to claim or receive, and will not have any rights against the Company with respect to, and cannot instruct the Trustee to enforce, payment of principal of or interest on or any other amount under the Securities (including Additional Amounts with respect thereto and any amount due under the Company’s indemnification obligation as provided in Section 4.13, if any), except as described in (ii) above. The events described in (i) through (iii) above are referred to as a “Non-Viability Write-Down.”

Suspension and Write-Down and Cancellation. Notwithstanding anything to the contrary contained in the terms of the Securities, upon (a) Upon the occurrence of a Non-Viability Event or a Bankruptcy Event, no the following will occur, (i) in the case of a Non-Viability Event, on the relevant Write-Down and Cancellation Date, or (ii) in the case of a Bankruptcy Event, immediately upon the occurrence of the Bankruptcy Event: (1) the Current Principal Amount of the Securities will be permanently written down to zero and the Securities will be deemed cancelled; (2) the Issuer shall be discharged and released from any and all of its obligations to pay any amount of principal ofor interest (including Additional Amounts with respect thereto, if any) on the Securities, except for payments of principal or interest (including Additional Amounts with respect thereto, if any) that have become due and payable prior to the occurrence of the Non-Viability Event or Bankruptcy Event, as the case may be, and remain unpaid; and (3) each of the Holders and beneficial owners of a Security will be deemed to have irrevocably waived its right to claim or receive, and will not have any rights against the Issuer with respect to, and cannot instruct the Trustee to enforce, the payment of principal of or interest on or other amount under the Securities (including Additional Amounts with respect thereto and thereto, if any), except for any other amount due under the Company’s indemnification obligation as provided in Section 4.13payments of principal or interest (including Additional Amounts with respect thereto, if any) that have become due and payable prior to the occurrence of the Non-Viability Event or Bankruptcy Event, as the case may be, and remain unpaid (other than together, items (1)-(3) describing a “Write-Down and Cancellation”). (b) A Write-Down and Cancellation shall happen automatically and without any additional action by the Issuer, the Trustee or the Holder or beneficial owner of a Security. Each Holder and beneficial owner of a Security by his acceptance thereof, authorizes and directs the Trustee and the Agents on his behalf to take such action as may be necessary or appropriate to effectuate the Write-Down and Cancellation provided in this Article and appoints the Trustee as his attorney-in-fact for any and all such purposes. (c) In the case of a Non-Viability Event, the Issuer’s obligations with respect to principalto, interestand any claims for, any the payment of principal of or interest on the Securities (including Additional Amounts and any other amount due under Section 4.13 with respect thereto, if any), except for payments of principal or interest (including Additional Amounts with respect thereto, if any) that have become due and payable prior to the occurrence of the Non-Viability Event and remain unpaid) shall thereafter become due, and the Company’s obligations with respect to the payment of any such amounts and any claims therefor (other than with respect to principal, interest, any Additional Amounts and any amount due under the Company’s indemnification obligation as provided in Section 4.13 that have become due and payable prior to the occurrence of the Non-Viability Event and remain unpaid) will be suspended from the occurrence of the Non-Viability Event until the Write-Down and Cancellation Date. On the Write-Down Date: (i) the full principal amount of or interest on or any other amount in respect of the Securities (including Additional Amounts with respect thereto and any other amount due under the Company’s indemnification obligation as provided in Section 4.13, if any) will be permanently written down to zero, the Company shall be discharged and released from any and all of its obligations to pay the full principal amount of, interest on and any other amount under the Securities (including Additional Amounts with respect thereto, if any), and the Securities will be cancelled, in each case other than principal amount, interest, any Additional Amounts and any other amount due under Section 4.13 that have become due and payable prior to the occurrence of the Non-Viability Event and remain unpaid; (ii) the Company’s obligations shall remain with respect to (A) any accrued and unpaid interest on or principal of the Securities and (B) any Additional Amount and any amount due under the Company’s indemnification obligation as provided in Section 4.13, in each case, if and only to the extent that such interest, principal, Additional Amounts or other amount, as applicable, has become due and payable to the Holders of such Securities prior to the occurrence of the Non-Viability Event and remain unpaid; and (iii) the Holders of the Securities will be deemed to have irrevocably waived their right to claim or receive, and will not have any rights against the Company with respect to, and cannot instruct the Trustee to enforce, payment of principal of or interest on or any other amount under the Securities (including Additional Amounts with respect thereto and any amount due under the Company’s indemnification obligation as provided in Section 4.13, if any), except as described in (ii) above. The events described in (i) through (iii) above are referred to as a “Non-Viability Write-Down.”

Suspension and Write-Down and Cancellation. Notwithstanding anything to the contrary contained in the terms of the Securities, upon (a) Upon the occurrence of a Non-Viability Event or a Bankruptcy Event, no the following will occur on the relevant Write-Down and Cancellation Date: (i) the Current Principal Amount of the Securities will be permanently written down to zero and the Securities will be canceled; (ii) the Issuer shall be discharged and released from any and all of its obligations to pay any amount of principal ofor interest (including Additional Amounts with respect thereto, if any) on the Securities, except for payments of principal or interest (including Additional Amounts with respect thereto, if any) that have become due and payable prior to the occurrence of the Non-Viability Event or Bankruptcy Event, as the case may be, and remain unpaid; and (iii) each Holder of a Security will be deemed to have irrevocably waived its right to claim or receive, and will not have any rights against the Issuer with respect to, and cannot instruct the Trustee to enforce, the payment of principal of or interest on or other amount under the Securities (including Additional Amounts with respect thereto and thereto, if any), except for any other amount due under the Company’s indemnification obligation as provided in Section 4.13payments of principal or interest (including Additional Amounts with respect thereto, if any) that have become due and payable prior to the occurrence of the Non-Viability Event or a Bankruptcy Event, as the case may be, and remain unpaid (other than a “Write-Down and Cancellation”). (b) Write-Down and Cancellation shall happen automatically and without any additional action by the Issuer, the Trustee or the Holder or beneficial owner of a Security. Each Holder and beneficial owner of a Security by his acceptance thereof, authorizes and directs the Trustee and the Agents on his behalf to take such action as may be necessary or appropriate to effectuate the Write-Down and Cancellation provided in this Article and appoints the Trustee as his attorney-in-fact for any and all such purposes. (c) In the case of a Non-Viability Event, the Issuer’s obligations with respect to principalto, interestand any claims for, any the payment of principal of or interest on the Securities (including Additional Amounts and any other amount due under Section 4.13 with respect thereto, if any), except for payments of principal or interest (including Additional Amounts with respect thereto, if any) that have become due and payable prior to the occurrence of the Non-Viability Event and remain unpaid) shall thereafter become due, and the Company’s obligations with respect to the payment of any such amounts and any claims therefor (other than with respect to principal, interest, any Additional Amounts and any amount due under the Company’s indemnification obligation as provided in Section 4.13 that have become due and payable prior to the occurrence of the Non-Viability Event and remain unpaid) will be suspended from the occurrence of the Non-Viability Event until the Write-Down and Cancellation Date. On the Write-Down Date: (i) the full principal amount of or interest on or any other amount in respect of the Securities (including Additional Amounts with respect thereto and any other amount due under the Company’s indemnification obligation as provided in Section 4.13, if any) will be permanently written down to zero, the Company shall be discharged and released from any and all of its obligations to pay the full principal amount of, interest on and any other amount under the Securities (including Additional Amounts with respect thereto, if any), and the Securities will be cancelled, in each case other than principal amount, interest, any Additional Amounts and any other amount due under Section 4.13 that have become due and payable prior to the occurrence of the Non-Viability Event and remain unpaid; (ii) the Company’s obligations shall remain with respect to (A) any accrued and unpaid interest on or principal of the Securities and (B) any Additional Amount and any amount due under the Company’s indemnification obligation as provided in Section 4.13, in each case, if and only to the extent that such interest, principal, Additional Amounts or other amount, as applicable, has become due and payable to the Holders of such Securities prior to the occurrence of the Non-Viability Event and remain unpaid; and (iii) the Holders of the Securities will be deemed to have irrevocably waived their right to claim or receive, and will not have any rights against the Company with respect to, and cannot instruct the Trustee to enforce, payment of principal of or interest on or any other amount under the Securities (including Additional Amounts with respect thereto and any amount due under the Company’s indemnification obligation as provided in Section 4.13, if any), except as described in (ii) above. The events described in (i) through (iii) above are referred to as a “Non-Viability Write-Down.”

Suspension and Write-Down and Cancellation. Notwithstanding anything to the contrary contained in the terms of the SecuritiesSecurities or this Perpetual Subordinated Indenture, upon the occurrence of a Non-Viability Event, no principal of, interest on on, or other amount under under, the Securities (including Additional Amounts with respect thereto and any other amount due under the Company’s indemnification obligation as provided in Section 4.13thereto, if any) (other than with respect to principal, interest, interest and any Additional Amounts and any other amount due under Section 4.13 that have become due and payable prior to the occurrence of the Non-Viability Event and remain unpaid) shall thereafter become due, and the Company’s obligations with respect to the payment of any such amounts and any claims therefor (other than with respect to principal, interest, interest and any Additional Amounts and any amount due under the Company’s indemnification obligation as provided in Section 4.13 that have become due and payable prior to the occurrence of the Non-Viability Event and remain unpaid) will be suspended from the occurrence of the Non-Viability Event until the a Write-Down and Cancellation Date. On the Write-Down and Cancellation Date: (ia) the full principal amount of or interest on or any other amount in respect of under the Securities (including Additional Amounts with respect thereto and any other amount due under the Company’s indemnification obligation as provided in Section 4.13thereto, if any) will be permanently written down to zero, the Company shall be discharged and released from any and all of its obligations to pay the full principal amount of, interest on and any other amount under the Securities (including Additional Amounts with respect thereto, if any), and the Securities will be cancelled, in each case other than principal amount, interest, any Additional Amounts and any other amount due under Section 4.13 that have become due and payable prior to the occurrence of the Non-Viability Event and remain unpaid; (iib) the Company’s obligations shall remain with respect to (A) any accrued and unpaid interest on or principal of the Securities and (B) any Additional Amount and any amount due under the Company’s indemnification obligation as provided in Section 4.13Amounts, in each case, if and only to the extent that such interest, principal, principal or Additional Amounts or other amountAmounts, as applicable, has become due and payable to the Holders of such Securities prior to the occurrence of the Non-Viability Event and remain unpaid; and (iiic) the Holders of the Securities will be deemed to have irrevocably waived their right to claim or receive, and will not have any rights against the Company with respect to, and cannot instruct the Trustee to enforce, payment of principal of or interest on or any other amount under the Securities (including Additional Amounts with respect thereto and any amount due under the Company’s indemnification obligation as provided in Section 4.13thereto, if any), except as described in (iib) above. Notwithstanding anything to the contrary contained in the terms of the Securities or this Perpetual Subordinated Indenture, upon the occurrence of a Bankruptcy Event, no principal of, interest on, or other amount under, the Securities (including Additional Amounts with respect thereto, if any) (other than with respect to principal, interest and any Additional Amounts that have become due and payable prior to the occurrence of the Bankruptcy Event and remain unpaid) shall thereafter become due, and immediately upon such occurrence: (a) the principal of, or interest on or any other amount under the Securities (including Additional Amounts with respect thereto, if any) will be permanently written down to zero, the Company shall be discharged and released from any and all of its obligations to pay the principal of, and interest on and any other amount under the Securities (including Additional Amounts with respect thereto, if any), and the Securities will be cancelled, in each case other than principal amount, interest and any Additional Amounts that have become due and payable prior to the occurrence of the Bankruptcy Event and remain unpaid; (b) the Company’s obligations shall remain with respect to (A) any accrued and unpaid interest on or principal of the Securities and (B) any Additional Amount, in each case, if and only to the extent that such interest, principal or Additional Amounts, as applicable, has become due and payable to the Holders of such Securities prior to the occurrence of the Bankruptcy Event and remain unpaid; and (c) the Holders of the Securities will be deemed to have irrevocably waived their right to claim or receive, and will not have any rights against the Company with respect to, and cannot instruct the Trustee to enforce, payment of principal of or interest on or any other amount under the Securities (including Additional Amounts with respect thereto, if any), except as described in paragraph (b) above. The events described in paragraphs (ia) through (iiic) in the above two paragraphs are referred to as a “Non-Viability Write-DownDown and Cancellation.”