Tier 2

Agreement and acknowledgment with respect to the exercise of the UK Bail-in Power

(a) Notwithstanding and to the exclusion of any other term of any Series of Notes or any other agreements, arrangements, or understandings between the Issuer and any Noteholder, by its acquisition of any Notes, each Noteholder (which, for the purposes of this Condition 4.4, includes each holder of a beneficial interest in the Notes), acknowledges and accepts that the Amounts Due arising under any Notes may be subject to the exercise of UK Bail-in Power by the Relevant UK Resolution Authority, and acknowledges, accepts, consents and agrees to be bound by:

(i) the effect of the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority, that may include and result in any of the following, or some combination thereof:

(A) the reduction of all, or a portion, of the Amounts Due;

(B) the conversion of all, or a portion, of the Amounts Due on any Series of Notes into shares, other securities or other obligations of the Issuer or another person (and the issue to or conferral on the Noteholder of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of such Series of Notes;

(C) the cancellation of any Series of Notes; and/or

(D) the amendment or alteration of the date for redemption of any Series of Notes or amendment of the amount of interest payable on any Series of Notes, or the Interest Payment Dates relating thereto, including by suspending payment for a temporary period; and/or

(ii) the variation of the terms of any Series of Notes, if necessary, to give effect to the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority.

(b) No repayment or payment of Amounts Due on any Series of Notes shall become due and payable, or be paid, after the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority if, and to the extent, such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise.

(c) Neither a reduction or cancellation, in part or in full, of the Amounts Due, the conversion thereof into another security or obligation of the Issuer or another person, as a result of the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Issuer, nor, more generally, the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to any Notes will constitute a default under the Notes for any purpose. As a result, Noteholders will not have the right to accelerate the Notes or to institute proceedings for the winding-up of the Issuer solely due to the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority.

(d) Upon the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to any Notes, the Issuer shall immediately notify the Noteholders, the Registrar and relevant Clearing System regarding such exercise of the UK Bail-in Power. For the avoidance of doubt, any delay or failure by the Issuer in delivering any notice referred to in this Condition 4.4(d) shall not affect the validity and enforceability of the UK Bail-in Power.