Tier 2

Bail-In

By subscribing or otherwise acquiring the Notes, Noteholders shall acknowledge, accept, consent and agree (i) to be bound by the effect of the exercise of the Bail-in Tool (as defined below) by the Relevant Resolution Authority (as defined below) and/or, to the extent applicable, the Regulator (as defined below), which may include and result in, or some combination of, (A) the reduction of all, or a portion, of the Amounts Due (as defined below) on a permanent basis, (B) the conversion of all, or a portion, of the Amounts Due into shares, other securities or other obligations of the Issuer, the Guarantor or another person (and the issue to Noteholders of the shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the Notes or the Guarantee, in which case Noteholders agree to accept in lieu of their rights under the Notes or the Guarantee any such shares, other securities or other obligations of the Issuer or another person, (C) the cancellation of the Notes or the Guarantee, (D) the amendment or alteration of the maturity of the Notes or amendment of the amount of interest payable on the Notes, or the date on which the interest becomes payable, including by suspending payment for a temporary period, and (ii) that the terms of the Notes and the Guarantee are subject to, and may be varied, if necessary, to give effect to, the exercise of the Bail-in Tool by the Relevant Resolution Authority and/or, to the extent applicable, the Regulator.