Common use of Benchmark Transition Provisions Clause in Contracts

Benchmark Transition Provisions. If the Issuer or its designee (in consultation with the Issuer) determines that a Benchmark Transition Event and related Benchmark Replacement Date have occurred prior to the applicable Reference Time in respect of any determination of the Benchmark on any date, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Notes during the floating rate period in respect of such determination on such date and all determinations on all subsequent dates; provided that, if the Issuer or its designee (in consultation with the Issuer) is unable to or do not determine a Benchmark Replacement in accordance with the provisions below prior to 5:00 p.m. (New York time) on the relevant Interest Determination Date, the interest rate for the related floating rate interest period will be equal to the interest rate in effect for the immediately preceding floating rate interest period or, in the case of the Interest Determination Date prior to the first floating rate interest payment date, the initial fixed rate. In connection with the implementation of a Benchmark Replacement, the Issuer or its designee (in consultation with the Issuer) will have the right to make changes to (1) any Interest Determination Date, floating rate interest payment date, Reference Time, business day convention or floating rate interest period, (2) the manner, timing and frequency of determining the rate and amounts of interest that are payable on the Notes during the floating rate period and the conventions relating to such determination and calculations with respect to interest, (3) rounding conventions, (4) tenors and (5) any other terms or provisions of the Notes during the floating rate period, in each case that the Issuer or its designee (in consultation with the Issuer) determines, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer or its designee (in consultation with the Issuer) decides that implementation of any portion of such market practice is not administratively feasible or determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer or its designee (in consultation with the Issuer) determine is appropriate (acting in good faith)) (the Benchmark Replacement Conforming Changes). Any Benchmark Replacement Conforming Changes will apply to the Notes for all future floating rate interest periods. We will promptly give notice of the determination of the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes to the Fiscal Agent, the Calculation Agent and Noteholders; provided that failure to provide such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination. All determinations, decisions, elections and any calculations made by the Issuer or its designee for the purposes of determining the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes will be conclusive and binding on the Noteholders, us, the Calculation Agent and the Fiscal Agent, absent manifest error. If made by the Issuer’s designee, such determinations, decisions, elections and calculations will be made after consulting with the Issuer, and its designees will not make any such determination, decision, election or calculation to which the Issuer object. Notwithstanding anything to the contrary in the Agency Agreement or the Terms and Conditions of the Notes, any determinations, decisions, calculations or elections made in accordance with this provision will become effective without consent from the Noteholders or any other party. Any determination, decision or election relating to the Benchmark will be made by the Issuer on the basis described above. The Calculation Agent shall have no liability for not making any such determination, decision or election. In addition, the Issuer may designate an entity (which may be its affiliate) to make any determination, decision or election that we have the right to make in connection with the determination of the Benchmark. Notwithstanding any other provision of “Benchmark Transition Provisions” set forth above, no Benchmark Replacement will be adopted, nor will the applicable Benchmark Replacement Adjustment be applied, nor will any Benchmark Replacement Conforming Changes be made, if in the Issuer’s determination, the same could reasonably be expected to prejudice the qualification of the Notes as own funds and eligible liabilities or loss absorbing capacity instruments for the purposes of the Loss Absorption Regulations.

Benchmark Transition Provisions. If the Issuer Company (in consultation, to the extent practicable, with the Calculation Agent) or its the Company’s designee (in consultation with the IssuerCompany) determines that a Benchmark Transition Event and related Benchmark Replacement Date have occurred prior to the applicable Reference Time in respect of any determination of the Benchmark on any date, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Floating Rate Notes during the floating rate period in respect of such determination on such date and all determinations on all subsequent dates; provided that, if the Issuer Company (in consultation, to the extent practicable, with the Calculation Agent) or its the Company’s designee (in consultation with the IssuerCompany) is unable to or do does not determine a Benchmark Replacement in accordance with the provisions below prior to 5:00 p.m. (New York time) on the relevant Floating Rate Notes Interest Determination Date, the interest rate for the related floating rate interest period Floating Rate Interest Period will be equal to the interest rate in effect for the immediately preceding floating rate interest period Floating Rate Interest Period or, in the case of the Floating Rate Notes Interest Determination Date prior to the first floating rate interest payment dateFloating Rate Notes Interest Payment Date, the initial fixed raterate of interest which would have been applicable to the Floating Rate Notes for the first Floating Rate Interest Period had the Floating Rate Notes been outstanding for a period equal in duration to the scheduled first Floating Rate Interest Period but ending on (and excluding) the Issue Date (and applying the Floating Rate Notes Margin). In connection with the implementation of a Benchmark Replacement, the Issuer or its designee (in consultation with the Issuer) will have the right to make changes to (1) any Interest Determination Date, floating rate interest payment date, Reference Time, business day convention or floating rate interest period, (2) the manner, timing and frequency of determining the rate and amounts of interest that are payable on the Notes during the floating rate period and the conventions relating to such determination and calculations with respect to interest, (3) rounding conventions, (4) tenors and (5) any other terms or provisions of the Notes during the floating rate period, in each case that the Issuer or its designee (in consultation with the Issuer) determines, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer or its designee (in consultation with the Issuer) decides that implementation of any portion of such market practice is not administratively feasible or determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer or its designee (in consultation with the Issuer) determine is appropriate (acting in good faith)) (the Benchmark Replacement Conforming Changes). Any Benchmark Replacement Conforming Changes will apply to the Notes for all future floating rate interest periods. We will promptly give notice of the determination of the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes to the Fiscal Agent, the Calculation Agent and Noteholders; provided that failure to provide such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination. All determinations, decisions, elections and any calculations made by the Issuer or its designee for the purposes of determining the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes will be conclusive and binding on the Noteholders, us, the Calculation Agent and the Fiscal Agent, absent manifest error. If made by the Issuer’s designee, such determinations, decisions, elections and calculations will be made after consulting with the Issuer, and its designees will not make any such determination, decision, election or calculation to which the Issuer object. Notwithstanding anything to the contrary in the Agency Agreement or the Terms and Conditions of the Notes, any determinations, decisions, calculations or elections made in accordance with this provision will become effective without consent from the Noteholders or any other party. Any determination, decision or election relating to the Benchmark will be made by the Issuer on the basis described above. The Calculation Agent shall have no liability for not making any such determination, decision or election. In addition, the Issuer may designate an entity (which may be its affiliate) to make any determination, decision or election that we have the right to make in connection with the determination of the Benchmark. Notwithstanding any other provision of “Benchmark Transition Provisions” set forth above, no Benchmark Replacement will be adopted, nor will the applicable Benchmark Replacement Adjustment be applied, nor will any Benchmark Replacement Conforming Changes be made, if in the Issuer’s determination, the same could reasonably be expected to prejudice the qualification of the Notes as own funds and eligible liabilities or loss absorbing capacity instruments for the purposes of the Loss Absorption Regulations.

Benchmark Transition Provisions. If the Issuer or its designee (in consultation with the Issuer) determines that a Benchmark Transition Event and related Benchmark Replacement Date have occurred prior to the applicable Reference Time in respect of any determination of the Benchmark on any date, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Notes during the floating rate period in respect of such determination on such date and all determinations on all subsequent dates; provided that, if the Issuer or its designee (in consultation with the Issuer) is unable to or do not determine a Benchmark Replacement in accordance with the provisions below prior to 5:00 p.m. (New York time) on the relevant Interest Determination Date, the interest rate for the related floating rate interest period will be equal to the interest rate in effect for the immediately preceding floating rate interest period or, in the case of the Interest Determination Date prior to the first floating rate interest payment date, the initial fixed rate. In connection with the implementation of a Benchmark Replacement, the Issuer or its designee (in consultation with the Issuer) will have the right to make changes to (1) any Interest Determination Date, floating rate interest payment date, Reference Time, business day convention or floating rate interest period, (2) the manner, timing and frequency of determining the rate and amounts of interest that are payable on the Notes during the floating rate period and the conventions relating to such determination and calculations with respect to interest, (3) rounding conventions, (4) tenors and (5) any other terms or provisions of the Notes during the floating rate period, in each case that the Issuer or its designee (in consultation with the Issuer) determines, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer or its designee (in consultation with the Issuer) decides that implementation of any portion of such market practice is not administratively feasible or determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer or its designee (in consultation with the Issuer) determine is appropriate (acting in good faith)) (the Benchmark Replacement Conforming Changes). Any Benchmark Replacement Conforming Changes will apply to the Notes for all future floating rate interest periods. We will promptly give notice of the determination of the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes to the Fiscal Agent, the Calculation Agent and Noteholders; provided that failure to provide such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination. All determinations, decisions, elections and any calculations made by the Issuer or its designee for the purposes of determining the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes will be conclusive and binding on the Noteholders, us, the Calculation Agent and the Fiscal Agent, absent manifest error. If made by the Issuer’s designee, such determinations, decisions, elections and calculations will be made after consulting with the Issuer, and its designees will not make any such determination, decision, election or calculation to which the Issuer object. Notwithstanding anything to the contrary in the Agency Agreement or the Terms and Conditions of the Notes, any determinations, decisions, calculations or elections made in accordance with this provision will become effective without consent from the Noteholders or any other party. Any determination, decision or election relating to the Benchmark will be made by the Issuer on the basis described above. The Calculation Agent shall have no liability for not making any such determination, decision or election. In addition, the Issuer may designate an entity (which may be its affiliate) to make any determination, decision or election that we have the right to make in connection with the determination of the Benchmark. Notwithstanding any other provision of “Benchmark Transition Provisions” set forth above, no Benchmark Replacement will be adopted, nor will the applicable Benchmark Replacement Adjustment be applied, nor will any Benchmark Replacement Conforming Changes be made, if in the Issuer’s determination, the same could reasonably be expected to prejudice the qualification of the Notes as own funds and eligible liabilities or loss absorbing capacity instruments for the purposes of the Loss Absorption Regulations.

Benchmark Transition Provisions. If the Issuer Company or its designee (in consultation with the IssuerCompany) determines that a Benchmark Transition Event and related Benchmark Replacement Date have occurred prior to the applicable Reference Time in respect of any determination of the Benchmark on any date, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Notes Securities during the floating rate period Floating Rate Period in respect of such determination on such date and all determinations on all subsequent dates; provided that, if the Issuer Company or its designee (in consultation with the IssuerCompany) is are unable to or do not determine a Benchmark Replacement in accordance with the provisions below prior to 5:00 p.m. (New York time) on the relevant Interest Determination DateDate or if there is a Derecognition Risk (as defined below), the interest rate for the related floating rate interest period Floating Rate Interest Period will be equal to the interest rate in effect for the immediately preceding floating rate interest period orFloating Rate Interest Period, or in the case of the Interest Determination Date prior to the first floating rate interest payment dateFloating Rate Period Interest Payment Date, the initial fixed rateFixed Interest Rate. In connection with the implementation of a Benchmark Replacement, the Issuer Company or its designee (in consultation with the IssuerCompany) will have the right to make changes to to: (1) any Interest Determination Date, floating rate interest payment dateFloating Rate Period Interest Payment Date, Reference Time, business day convention or floating rate interest periodFloating Rate Interest Period, (2) the manner, timing and frequency of determining the rate and amounts of interest that are payable on the Notes Securities during the floating rate period Floating Rate Period, and the conventions relating to such determination and calculations with respect to interest, (3) rounding conventions, (4) tenors tenors, and (5) any other terms or provisions of the Notes Securities during the floating rate periodFloating Rate Period, in each case that the Issuer Company or its designee (in consultation with the IssuerCompany) determinesdetermine, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer Company or its designee (in consultation with the IssuerCompany) decides decide that implementation of any portion of such market practice is not administratively feasible or determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer Company or its designee (in consultation with the IssuerCompany) determine is appropriate (acting in good faith)) (the “Benchmark Replacement Conforming Changes”). Any Benchmark Replacement Conforming Changes will apply to the Notes Securities for all future floating rate interest periodsFloating Rate Interest Periods. We The Company will promptly give notice of the determination of the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes to the Fiscal AgentTrustee, any paying agent, the Calculation Agent and NoteholdersHolders; provided that failure to provide such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination. All determinations, decisions, elections and any calculations made by the Issuer or its designee for the purposes of determining the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes will be conclusive and binding on the Noteholders, us, the Calculation Agent and the Fiscal Agent, absent manifest error. If made by the Issuer’s designee, such determinations, decisions, elections and calculations will be made after consulting with the Issuer, and its designees will not make any such determination, decision, election or calculation to which the Issuer object. Notwithstanding anything to the contrary in the Agency Agreement or the Terms and Conditions of the Notes, any determinations, decisions, calculations or elections made in accordance with this provision will become effective without consent from the Noteholders or any other party. Any determination, decision or election relating to the Benchmark not made by the Calculation Agent will be made by the Issuer on the basis described above. The Calculation Agent shall have no liability for not making any such determination, decision or election. In addition, the Issuer Company may designate an entity (which may be its affiliate) to make any determination, decision or election that we have the Company has the right to make in connection with the determination of the Benchmark. Notwithstanding any other provision of “Benchmark Transition Provisions” set forth abovethe foregoing, no Benchmark Replacement will be adoptedadopted if and to the extent that the Company determines, nor will the applicable in its sole discretion, that such Benchmark Replacement Adjustment be appliedprejudices, nor will any Benchmark Replacement Conforming Changes be made, if in the Issuer’s determination, the same or could reasonably be expected to prejudice prejudice, after the application of the applicable Benchmark Replacement Adjustment, the Benchmark Replacement Conforming Changes and the further decisions and determinations as set out under this section, the then current capital or eligible liabilities qualification of the Notes as own funds and eligible liabilities or loss absorbing capacity instruments Securities, in each case for the purposes of and in accordance with the Loss Absorption RegulationsCapital Regulations (“Derecognition Risk”). Day Count: 30/360, Following, Unadjusted, for the Fixed Rate Period. Actual/360, Modified Following, Adjusted, for the Floating Rate Period. Rounding: All percentages resulting from any calculation in connection with any interest rate on the Securities shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (for example, 9.876545% (or 0.09876545) would be rounded to 9.87655% (or 0.0987655)), and all U.S. dollar amounts would be rounded to the nearest cent, with one-half cent being rounded upward. The interest rate on the Securities during a Floating Rate Interest Period will in no event be higher than the maximum rate permitted by law or lower than 0% per annum. EXHIBIT A Form of Global Note THIS SECURITY IS A GLOBAL REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (OR ANY SUCCESSOR CLEARING SYSTEM) (“DTC”), TO BARCLAYS PLC, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. This Security is one of a duly authorized issue of securities of the Company (as defined below) (herein called the “Securities” and each, a “Security”) issued and to be issued in one or more series under and governed by the Dated Subordinated Debt Securities Indenture, dated as of May 9, 2017 (as heretofore amended and supplemented, the “Base Indenture”), as supplemented and amended by the Fifth Supplemental Indenture, dated as of June 27, 2023 (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The rights of the Holder and Beneficial Owners of this Security are, to the extent and in the manner set forth in Section 12.01 of the Base Indenture and in the subordination provisions of this Security, subordinated to the claims of other creditors of the Company, and this Security is issued subject to the provisions of that Section 12.01 and to the subordination provisions of this Security, and the Holder of this Security, by accepting the same, agrees to, and shall be bound by, such provisions. The provisions of Section 12.01 of the Base Indenture and the terms of this paragraph are governed by, and shall be construed in accordance with, English law. Notwithstanding and to the exclusion of any other term of the Securities or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Securities or the Trustee on behalf of the Holders, by acquiring the Securities, each Holder and Beneficial Owner of the Securities acknowledges, accepts, agrees to be bound by, and consents to, the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority (as those terms are defined in the Base Indenture) and the provisions set forth in Section 13.01 of the Base Indenture, as amended by the Fifth Supplemental Indenture. In accordance with Article 14 of the Base Indenture, each Holder and Beneficial Owner of the Securities that acquires the Securities in the secondary market shall be deemed to acknowledge, agree to be bound by, and consent to, the same provisions set forth in the Securities and the Indenture to the same extent as the Holders and Beneficial Owners of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by, and consent to, the terms of the Securities, including in relation to the provisions contained in Section 5.03, Section 5.04(d), Section 12.01 and Section 13.01 of the Indenture.