Early Redemption upon the occurrence of a Change of Control Event, Tax Event or Rating Event: Prior to the First Optional Redemption Date, the Issuer may redeem all (but not some) of the Subordinated Notes upon the occurrence of:

• a Change of Control Event at 101% of the Principal Amount;

• a Rating Event at 101% of the Principal Amount, in each case together with accumulated Optionally Deferred Interest, accrued but unpaid interest and any other amounts.

Change of Control Step-up, Change of Control Event:

Following the first occurrence of a Change of Control Event, unless an irrevocable notice of the redemption of the Subordinated Notes is given by the Issuer within 15 business days of such occurrence, the then prevailing interest rate will increase once by 5.00% per annum with effect from (and including) the 15th business day following the date on which the Change of Control Event occurred.

Change of Control Event means an event with both of the following consequences:

(a) at any time after the Issue Date, a Change of Control (as defined in the Conditions) occurs; and

(b) one of the following subparagraphs applies:

(i) either Moody's or S&P rates (on a solicited basis) the Issuer's senior secured indebtedness below the Applicable Rating at any time within 90 days of the occurrence of the Change of Control described in paragraph (a) as a result of that Change of Control; or

(ii) neither S&P nor Moody’s (nor their successor agencies) rates (on a solicited basis) the Issuer’s senior secured indebtedness at the time of the occurrence of the Change of Control described in paragraph (a).

Applicable Rating means:

(a) in respect of S&P, the lower of the then prevailing rating from S&P prior to the Change of Control and BBB; and

(b) in respect of Moody's, the lower of the then prevailing rating from Moody's prior to the Change of Control and Baa2.

Rating Event

In summary, as a result of any amendment, clarification or change to the equity credit criteria of Moody’s and/or S&P (which at the relevant time has assigned a solicited rating to the secured senior indebtedness of the Issuer or a Guarantor, and which assigned equity credit to the Subordinated Notes on their Issue Date), the Subordinated Notes would no longer be eligible (in whole or in part) for the same equity credit which was assigned to the Subordinated Notes by Moody’s and/or S&P on the Issue Date of the Subordinated Notes or a higher equity credit.

Optional Interest Deferral

The Issuer may, at its discretion, elect to defer part or all of any interest payments on any Interest Payment Date (“Optionally Deferred Interest”).

Optionally Deferred Interest is cumulative and compounding.

Additional interest will accrue on Optionally Deferred Interest:

(a)at the same interest rate as the principal amount of the Subordinated Notes bears from time to time;

(b)from (and including) the date on which (but for such deferral) the Optionally Deferred Interest would otherwise have been due to (but excluding) the date the Optionally Deferred Interest is paid,

and will be added to such Optionally Deferred Interest (and thereafter accumulate additional interest accordingly) on each Interest Payment Date.

Optionally Deferred Interest will become due and payable (subject to the Subordination Deeds as referred to above) on the earliest to occur of:

•the next Interest Payment Date on which all or part of an Interest Amount is paid on the Subordinated Notes;

• the date on which any dividend, distribution, principal, interest, fee or other amount is declared or paid on, any redemption, purchase by the issuing entity, buy-back, repayment or prepayment is made of, or any capital return is made in relation to, any Junior Obligation or Parity Obligation of the Issuer or any Note Guarantor (other than payments made on Parity Obligations pro rata with payments made on the Subordinated Notes or Guaranteed Amounts) of the Issuer or any Guarantor;

• the date which is five years from the Interest Payment Date on which the first Deferred Interest Payment occurred; • the Maturity Date;

• the date on which all of the Subordinated Notes are otherwise redeemed or to be redeemed;

• the date on which an Event of Default occurs; and

• the date on which an order is made or a resolution is passed for the winding-up of the Issuer or any Guarantor or on which a Guarantor Trust terminates or the winding-up of a Guarantor Trust is required to commence.

Dividend Stopper

In the event that any Optionally Deferred Interest remains outstanding, neither the Issuer nor any Guarantor will:

(a) declare or pay any dividend or distribution, pay any principal, interest, fee or other amount, or procure that any principal, interest, fee, dividend or distribution or other payment is made, on any of its Junior Obligations or Parity Obligations (other than payments made on Parity Obligations pro rata with payments made on the Subordinated Notes or Guaranteed Amounts); or

(b) redeem, reduce, cancel, purchase, buy-back, repay or prepay (or procure the redemption, reduction, cancellation, purchase, buy-back, repayment or prepayment of), any of its Junior Obligations or Parity Obligations, until the date on which all Optionally Deferred Interest have been paid in full.

The dividend stopper does not apply to (provided that no cash payment of any amount is made) a distribution where the proceeds are automatically applied by way of a reinvestment into Junior Obligations of the Guarantor Group (such that there are no net cash payments which leave the Guarantor Group).

The Issuer may redeem all (but not some) of the Subordinated Notes at the Redemption Amount on the First Optional Redemption Date or any Interest Payment Date thereafter

First Optional Redemption Date: [TBD] 2031 (5 years following the Issue Date)