wtmexhibit102






Reed Smith LLP  112 avenue Kléber  75116 Paris  Phone: +33 (0)1 76 70 40 00  Fax: +33 (0)1 76 70 41 19  r e e d s m i t h . c o m  EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM D A T E D 2 0 2 1 ( 1 )  G R O U P  A R K  I N S U R A N C E  L I M I T E D A S  I S S U E R ( 2 )  T H E  B A N K  O F  N E W  Y O R K  M E L L O N ,  L O N D O N B R A N C H  A S  F I S C A L  A G E N T ,  T R A N S F E R  A G E N T  A N D A G E N T  B A N K   ( 3 )  T H E  B A N K  O F  N E W  Y O R K  M E L L O N  S A / N V ,  D U B L I N B R A N C H  A S  R E G I S T R A R ORIGINAL/COUNTERPART  P A Y I N G  A G E N C Y  A G R E E M E N T R E L A T I N G  T O  €  3 9 , 1 0 0 , 0 0 0  F L O A T I N G  RA T E  T I E R  2  S U B O R D I N A T E D  N O T ES   D U E  2 0 4 1   REFERENCE  BGELPI AND/OR 579242188  13 JULY C e r t a i n  i d e n t i f i e d  i n f o r m a t i o n  h a s  b e e n  o m i t t e d  b e c a u s e  i t  i s  b o t h  ( i ) n o t  m a t e r i a l  a n d  ( i i )  t h e  t y p e  t h a t  t h e  r e g i s t r a n t  t r e a t s  a s  p r i v a t e  o r   c o n f i d e n t i a l . Exhibit 10.2 





 






  CONTENTS PAGE 1    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  CONTENTS  CLAUSE  1 DEFINITIONS AND INTERPRETATION ........................................................................................... 1  2 APPOINTMENT OF AGENTS ........................................................................................................... 3  3 THE SUBORDINATED NOTES ........................................................................................................ 3  4 EXCHANGES OF GLOBAL NOTE CERTIFICATE FOR INDIVIDUAL NOTE CERTIFICATES ........ 4  5 TRANSFERS OF SUBORDINATED NOTES .................................................................................... 4  6 REPLACEMENT OF NOTE CERTIFICATES .................................................................................... 5  7 PAYMENTS TO THE FISCAL AGENT .............................................................................................. 6  8 PAYMENTS TO NOTEHOLDERS .................................................................................................... 6  9 DUTIES OF THE AGENT BANK ....................................................................................................... 8  10 COVENANTS BY THE ISSUER ........................................................................................................ 9  11 MISCELLANEOUS DUTIES OF THE AGENTS .............................................................................. 10  12 FEES AND EXPENSES .................................................................................................................. 11  13 TERMS OF APPOINTMENT ........................................................................................................... 11  14 CHANGES IN AGENTS .................................................................................................................. 13  15 NOTICES ........................................................................................................................................ 15  16 LAW AND JURISDICTION .............................................................................................................. 16  17 FORCE MAJEURE ......................................................................................................................... 17  18 SANCTIONS ................................................................................................................................... 18  19 RIGHTS OF THIRD PARTIES ........................................................................................................ 18  20 MODIFICATION .............................................................................................................................. 18  21 CONFIDENTIALITY ........................................................................................................................ 18  22 COUNTERPARTS .......................................................................................................................... 19    SCHEDULE  SCHEDULE 1 FORM OF GLOBAL NOTE CERTIFICATE .................................................................... 21  SCHEDULE 2 FORM OF INDIVIDUAL NOTE CERTIFICATE .............................................................. 26  SCHEDULE 3 TERMS AND CONDITIONS .......................................................................................... 30  SCHEDULE 4 REGULATIONS CONCERNING TRANSFERS AND REGISTRATION OF  SUBORDINATED NOTES ............................................................................................. 52  SCHEDULE 5 SPECIFIED OFFICES OF THE AGENTS ...................................................................... 54    





 






   1    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  THIS PAYING AGENCY AGREEMENT dated  2021  BETWEEN:  (1) GROUP ARK INSURANCE LIMITED, a Bermuda exempted insurance company (Registration No.  39617) limited by shares, with its registered office at, Clarendon House, 2 Church Street, Hamilton  HM11, Bermuda, in its capacity as Issuer (the "Issuer");  (2) THE BANK OF NEW YORK MELLON, LONDON BRANCH, whose registered office is at One  Canada Square, London, E14 5AL, United Kingdom in its capacity as fiscal agent, transfer agent and  agent bank (in such capacities, the "Fiscal Agent", the "Transfer Agent", the "Agent Bank" and,  together with any other person(s) appointed from time to time as paying agents under the terms of  this Agreement, the "Paying Agents"); and  (3) THE BANK OF NEW YORK MELLON SA/NV, DUBLIN BRANCH, whose registered office is at  Riverside Two, Sir John Rogerson's Quay, Grand Canal Dock, Dublin 2, Ireland in its capacity as  registrar, (in such capacity, the "Registrar").  RECITALS  (A) The Issuer has authorised the creation and issue of €39,100,000 in aggregate principal amount of  Floating Rate Tier 2 Subordinated Notes due 2041 (the "Subordinated Notes").  (B) The Subordinated Notes will be constituted by a deed of covenant dated on or about the date hereof  (as amended or supplemented from time to time, the "Deed of Covenant") entered into by the Issuer.  (C) The Subordinated Notes will be in registered form in the denominations of €100,000. The  Subordinated Notes will be represented by a registered global certificate (the "Global Note  Certificate"), which will be exchangeable for individual note certificates (the "Individual Note  Certificates" and, together with the Global Note Certificate, the "Note Certificates") in the  circumstances specified therein.  (D) The Issuer, the Registrar, the Transfer Agent and the Paying Agents (collectively, the "Parties") wish  to record certain arrangements which they have made in relation to the Subordinated Notes.  IT IS AGREED as follows:  1 DEFINITIONS AND INTERPRETATION  1.1 Definitions  In this Agreement, the following expressions shall have the following meanings:  "Agents" means the Fiscal Agent, the Paying Agents, the Registrar, the Transfer Agent and the  Agent Bank, and "Agent" means any one of them;  "Agreement" means this paying agency agreement between the Issuer and the Agents;  "Applicable Law" shall be deemed to include (i) any rule or practice of any Authority by which any  Party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities;  and (iii) any agreement between any Authority and any Party that is customarily entered into by  institutions of a similar nature;  "Authority" means any competent regulatory, prosecuting, Tax or governmental authority in any  jurisdiction;  "Business Day" means a day on which commercial banks and foreign exchange markets settle  payments and are open for general business (including dealings in foreign exchange and foreign  currency deposits) in London and Hamilton (Bermuda) and which is a TARGET2 Settlement Day;  "Business Hours" means, in respect of a Business Day for the provisions of Clause 9 (Duties of the  Agent Bank), between 10 a.m. and 4 p.m. Local Time;  "Clearing Systems" means Euroclear and Clearstream, Luxembourg;  13 July 





 






   2    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  "Clearstream, Luxembourg" means Clearstream Banking, S.A.;  "Code" means the U.S. Internal Revenue Code of 1986, as amended;  "Common Depository" means a common depository acting for Euroclear and Clearstream,  Luxembourg;  "Conditions" means the terms and conditions of the Subordinated Notes (in the form set out in  Schedule 3 (Terms and Conditions) hereto and as modified from time to time in accordance with their  terms and any references to a numbered "Condition" is to the correspondingly numbered provision  thereof);  "Electronic Means" means the following communication methods: (i) non-secure methods of  transmission or communication such as e-mail and facsimile transmission and (ii) secure electronic  transmission containing applicable authorisation codes, passwords and/or authentication keys  issued by any of the Agents or another method or system specified by any of the Agents as available  for use in connection with its services hereunder;  "Euroclear" means Euroclear Bank S.A. / N.V.;  "FATCA Withholding" means any withholding or deduction required pursuant to an agreement  described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through  1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or  any law implementing an intergovernmental approach thereto;  "Fiscal Agent", "Paying Agents", "Registrar", "Transfer Agent" and "Agent Bank" include any  successors thereto appointed from time to time in accordance with Clause 14 (Changes in Agents)  and "Paying Agent" means any one of the Paying Agents;  "Local Time" means the time in the city in which the Fiscal Agent has its Specified Office;  "Noteholder" means any person that holds an interest in the Subordinated Note;  "Regulations" means the regulations concerning the transfer of Subordinated Notes as the same  may from time to time be promulgated by the Issuer and approved by the Registrar (the initial such  regulations being set out in Schedule 4 (Regulations concerning transfers and registration of  Subordinated Notes));  "Specified Office" means the premises of any Paying Agent, the Registrar or Transfer Agent, in  each case as set out in Schedule 5 (Specified Offices of the Agents);  "TARGET2 Settlement Day" means any day on which the Trans-European Automated Real-Time  Gross Settlement Express Transfer (TARGET2) System is operating;  "Tax" means any present or future taxes, duties, assessments or governmental charges of whatever  nature imposed, levied, collected, withheld or assessed by or on behalf of any Authority having power  to tax; and  "€" and "euro" mean the lawful currency introduced at the third stage of the European economic and  monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.  1.2 Meaning of outstanding  For the purposes of this Agreement (but without prejudice to its status for any other purpose), a  Subordinated Note shall be considered to be "outstanding" unless one or more of the following events  has occurred:  (a) it has been redeemed in full or purchased under Condition 6 (Redemption, Purchase and  Cancellation) and, in either case, has been cancelled in accordance with Condition 6  (Redemption, Purchase and Cancellation); or  (b) the due date for its redemption in full has occurred and all sums due in respect of such  Subordinated Note (including all accrued interest) have been received by the Fiscal Agent and  





 






   3    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  remain available for payment against presentation and surrender of the relevant Note  Certificate,  provided, however, that, for the purposes of ascertaining the right to attend and vote at any meeting  of Noteholders, those Subordinated Notes (if any) which are for the time being held by any person  (including but not limited to the Issuer) for the benefit of the Issuer shall (unless and until ceasing to  be so held) be deemed not to remain outstanding.  1.3 Clauses and Schedules  Any reference in this Agreement to a Clause or a Schedule is, unless otherwise stated, a reference  to a clause hereof or a schedule hereto.  1.4 Principal and interest  In this Agreement, any reference to principal or interest includes any additional amounts payable in  relation thereto under the Conditions.  1.5 Terms defined in the Conditions  Capitalised terms and expressions used but not defined herein have the respective meanings given  to them in the Conditions.  1.6 Statutes  Any reference in this Agreement to a statute, any provision thereof or to any statutory instrument,  order or regulation made thereunder shall be construed as a reference to such statute, provision,  statutory instrument, order or regulation as the same may have been, or may from time to time be,  amended or re-enacted.  1.7 Headings  Headings and sub-headings are for ease of reference only and shall not affect the construction of  this Agreement.  1.8 Miscellaneous  (a) A reference to a person in this Agreement includes its successors, transferees and assignees  save that, with respect to the Paying Agents, the terms of Clause 11 (Miscellaneous Duties of  the Agents) shall apply.  (b) Word importing the singular shall include the plural and vice-versa.  2 APPOINTMENT OF AGENTS  Upon and subject to the terms of this Agreement and the Conditions, the Issuer hereby appoints  each Agent as its agent in respect of the Subordinated Notes at its respective Specified Office, and  each Agent hereby accepts such appointment. Each Agent shall perform the duties required of it by  this Agreement and the Conditions. The duties and obligations of each Agent hereunder shall be  several and not joint.  3 THE SUBORDINATED NOTES  3.1 Global Note Certificate  The Global Note Certificate shall:  (a) be in substantially the form set out in Schedule 1 (Form of Global Note Certificate ); and  (b) be executed manually, in facsimile or by electronic or digital signature by or on behalf of the  Issuer and authenticated manually or by electronic or digital signature on behalf of the  Registrar.  





 






   4    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  3.2 Individual Note Certificates  Each Individual Note Certificate shall:  (a) be in substantially the form set out in Schedule 2 (Form of Individual Note Certificate);  (b) have a unique serial number printed thereon; and  (c) be executed manually, in facsimile or by electronic or digital signature by or on behalf of the  Issuer and authenticated manually or by electronic or digital signature on behalf of the  Registrar.  3.3 Signatures  Any signature on a Note Certificate shall be that of a person who is at the time of the creation and  issue of the Subordinated Notes an authorised signatory for such purpose of the Issuer  notwithstanding that such person has for any reason (including death) ceased to be such an  authorised signatory at the time at which such Note Certificate is delivered.  3.4 Availability of Individual Note Certificates  The Issuer shall arrange for the duly signed unauthenticated Global Note Certificate to be made  available to or to the order of the Fiscal Agent not later than one day prior to the Issue Date. If the  Issuer is required to deliver Individual Note Certificates pursuant to the terms of the Global Note  Certificate, the Issuer shall promptly arrange for a stock of Individual Note Certificates  (unauthenticated and with the names of the registered Noteholders left blank but executed on behalf  of the Issuer and otherwise complete) to be made available to the Registrar and the Fiscal Agent  and not later than 14 days before the date upon which the Global Note Certificate is to be exchanged  for Individual Note Certificates. The Issuer shall also arrange for such Global Note Certificates and  Individual Note Certificates as are required to enable the Registrar to perform its obligations under  Clause 4 (Exchanges of Global Note Certificate for Individual Note Certificates), Clause 5 (Transfers  of Subordinated Notes) and Clause 6 (Replacement of Note Certificates) to be made available to or  to the order of the Registrar and the Fiscal Agent from time to time. In the event that Individual Notes  Certificates are issued and an Agent informs the Issuer that it is unable to perform its obligations  under this Agreement, the Issuer shall forthwith appoint another agent in accordance with  Clause 14.4 (Additional and successor agents) which is able to perform such obligations.  3.5 Authority to authenticate  Each of the Registrar and the Fiscal Agent is authorised by the Issuer to authenticate the Global  Note Certificate and the Individual Note Certificate by the signature of any of its officers or any other  person duly authorised for the purpose by the Registrar, the Fiscal Agent or (as the case may be)  such Paying Agent.  3.6 Duties of the Registrar  The Registrar and the Fiscal Agent shall hold in safekeeping all unauthenticated Global Note  Certificates and Individual Note Certificates delivered to it in accordance with Clause 3.4 (Availability  of Individual Note Certificates) and shall ensure that they are authenticated and delivered only in  accordance with the terms hereof and of the Global Note Certificate (if applicable).  4 EXCHANGES OF GLOBAL NOTE CERTIFICATE FOR INDIVIDUAL NOTE CERTIFICATES  If the Global Note Certificate becomes exchangeable for Individual Note Certificates in accordance  with its terms, the Registrar shall authenticate and deliver to each person designated by a Clearing  System an Individual Note Certificate in accordance with the terms of this Agreement and the Global  Note Certificate.  5 TRANSFERS OF SUBORDINATED NOTES  5.1 Maintenance of the Register  The Registrar shall maintain in relation to the Subordinated Notes a register (the "Register"), which  shall be kept outside of the United Kingdom and at its Specified Office in accordance with the  





 






   5    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  Conditions and be made available by the Registrar to the Issuer and the other Agents for inspection  and for the taking of copies or extracts therefrom at all reasonable times. The Register shall show  the aggregate principal amount, serial numbers and dates of issue of Note Certificates, the names  and addresses of the initial Noteholders thereof and the dates of all transfers to, and the names and  addresses of, all subsequent Noteholders thereof, all cancellations of Note Certificates and all  replacements of Note Certificates.  5.2 Registration of transfers in the Register  The Registrar shall receive requests for the transfer of Subordinated Notes in accordance with the  Conditions and the Regulations and shall make the necessary entries in the Register.  5.3 Transfer Agent to receive requests for transfers of Subordinated Notes  The Transfer Agent shall receive requests for the transfer of Subordinated Notes in accordance with  the Conditions and the Regulations and assist, if required in the issue of new Note Certificates to  give effect to such transfers and, in particular, upon any such request being duly made, shall promptly  notify the Registrar of:  (a) the aggregate principal amount of the Subordinated Notes to be transferred;  (b) the name(s) and addresses to be entered on the Register of the holder(s) of the new Note  Certificate(s) to be issued in order to give effect to such transfer; and  (c) the place and manner of delivery of the new Note Certificate(s) to be delivered in respect of  such transfer,  and shall forward the Note Certificate(s) relating to the Subordinated Notes to be transferred (with  the relevant form(s) of transfer duly completed) to the Registrar with such notification.  6 REPLACEMENT OF NOTE CERTIFICATES  6.1 Delivery of replacements  Subject to receipt of replacement Global Note Certificates and/or Individual Note Certificates (as the  case may be), the Fiscal Agent shall, upon and in accordance with the instructions of the Issuer  (which instructions may, without limitation, include terms as to the payment of expenses and as to  evidence, security and indemnity), complete, authenticate and deliver a Global Note Certificate or  Individual Note Certificate which the Issuer has determined to issue as a replacement for any Global  Note Certificate or Individual Note Certificate which has been mutilated or defaced or which has been  or is alleged to have been destroyed, stolen or lost; provided, however, that the Fiscal Agent shall  not deliver any Global Note Certificate or Individual Note Certificate as a replacement for any Global  Note Certificate or Individual Note Certificate which has been mutilated or defaced otherwise than  against surrender of the same and shall not issue any Global Note Certificate or Individual Note  Certificate until the applicant has furnished the Fiscal Agent with such evidence and indemnity as the  Issuer and/or the Fiscal Agent may reasonably require and has paid such costs and expenses as  may be incurred in connection with such replacement.  6.2 Replacements to be numbered  Each replacement Global Note Certificate or Individual Note Certificate delivered under this  Agreement shall bear a unique serial number.  6.3 Cancellation and destruction  The Fiscal Agent shall cancel and destroy each mutilated or defaced Global Note Certificate or  Individual Note Certificate surrendered to it in respect of which a replacement has been delivered.  6.4 Notification  The Fiscal Agent shall notify the Issuer and each other Agent of the delivery by it of any replacement  Global Note Certificate or Individual Note Certificate specifying the serial number thereof and the  serial number (if any and if known) of the Global Note Certificate or Individual Note Certificate which  it replaces and confirming that the Global Note Certificate or Individual Note Certificate which it  





 






   6    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  replaces has been cancelled and destroyed in accordance with Clause 6.3 (Cancellation and  destruction).  7 PAYMENTS TO THE FISCAL AGENT  7.1 Issuer to pay Fiscal Agent  Subject to Conditions 5 (Deferral of Interest) and 6 (Redemption, Purchase and Cancellation), the  Issuer shall, one Business Day before each date on which any payment in respect of the  Subordinated Notes becomes due, transfer to the Fiscal Agent before 10.00 a.m. (local time in the  relevant principal financial centre of the country of the relevant currency) such amount as may be  required for the purposes of such payment.  7.2 Manner and time of payment  Each amount payable under Clause 7.1 (Issuer to pay Fiscal Agent) shall be paid unconditionally by  credit transfer in euro and in immediately available freely transferable, cleared funds not later than  10.00 a.m. (local time in the relevant principal financial centre of the country of the relevant currency)  on the relevant day to such account with such bank as the Fiscal Agent may from time to time notify  to the Issuer for such purpose. The Issuer shall, on the second Business Day before the due date of  each payment by it under Clause 7.1 (Issuer to pay Fiscal Agent), procure that the bank effecting  payment for it confirms by authenticated SWIFT message to the Fiscal Agent the payment  instructions relating to such payment.  7.3 Exclusion of liens and interest  Each of the Agents shall be entitled to deal with each amount paid to them under this Clause 7  (Payments to the Fiscal Agent) in the same manner as other amounts paid to them as bankers by  their customers; provided, however, that:  (a) they shall not exercise against the Issuer any lien, right of set-off or similar claim in respect  thereof;  (b) they shall not be liable to any person for interest thereon; and  (c) they shall not be required to segregate any money, except as required by law.  7.4 Application by Fiscal Agent  The Fiscal Agent shall apply each amount paid to it hereunder in accordance with Clause 8  (Payments to Noteholders) and shall not be obliged to repay any such amount unless the claim for  the relevant payment becomes void in accordance with Applicable Law, in which event it shall refund  at the written request of the Issuer such portion of such amount as relates to such payment by paying  the same by credit transfer in euro to such account as the Issuer has by notice to the Fiscal Agent  specified for the purpose.  8 PAYMENTS TO NOTEHOLDERS  8.1 Payments by Paying Agents  Each Paying Agent acting through its Specified Office shall make payments of principal and interest  in respect of the Subordinated Notes in accordance with the Conditions and, so long as the  Subordinated Notes are evidenced by the Global Note Certificate, the terms thereof, provided,  however, that:  (a) if any Global Note Certificate or Individual Note Certificate is presented or surrendered for  payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or  has been notified that the same has been replaced, such Paying Agent shall as soon as  reasonably practicable notify the Issuer of such presentation or surrender and shall not make  payment against the same until it is so instructed by the Issuer and has received the amount  to be so paid;  (b) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or  interest in respect of the Subordinated Notes, if:  





 






   7    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  (i) in the case of the Fiscal Agent, it has not received the full amount of any payment due  to it under Clause 7.1 (Issuer to pay Fiscal Agent); or  (ii) in the case of any other Paying Agent, it is not able to establish that the Fiscal Agent  has received (whether or not at the due time) the full amount of any payment due to it  under Clause 7.1 (Issuer to pay Fiscal Agent); and  (c) each Paying Agent shall cancel each Note Certificate against presentation and surrender of  which it has made full payment and shall deliver each Note Certificate so cancelled by it to, or  to the order of, the Registrar.  8.2 Exclusion of liens and commissions  No Paying Agent shall exercise any lien, right of set-off or similar claim against any person to whom  it makes any payment under Clause 8.1 (Payments by Paying Agents) in respect thereof, nor shall  any commission or expense be charged by it to any such person in respect thereof.  8.3 Reimbursement by Fiscal Agent  If a Paying Agent other than the Fiscal Agent makes any payment in accordance with Clause 8.1  (Payments by Paying Agents):  (a) it shall notify the Fiscal Agent of the amount so paid by it and the serial number and principal  amount of each Note Certificate in relation to which payment of principal or interest was made;  and  (b) subject to and to the extent of compliance by the Issuer with Clause 7.1 (Issuer to pay Fiscal  Agent) (whether or not at the due time), the Fiscal Agent shall pay to such Paying Agent out  of the funds received by it under Clause 7.1 (Issuer to pay Fiscal Agent), by credit transfer in  euro and in immediately available freely transferable, cleared funds to such account with such  bank as such Paying Agent has by notice to the Fiscal Agent specified for the purpose, an  amount equal to the amount so paid by such Paying Agent.  8.4 Appropriation by Fiscal Agent  If the Fiscal Agent makes any payment in accordance with Clause 8.1 (Payments by Paying Agents),  it shall be entitled to appropriate for its own account out of the funds received by it under Clause 7.1  (Issuer to pay Fiscal Agent) an amount equal to the amount so paid by it.  8.5 Reimbursement by Issuer  Subject to sub-clauses 8.1(a) and 8.1(b) (Payments by Paying Agents), if a Paying Agent makes a  payment in respect of Subordinated Notes on or after the due date for such payment under the  Conditions at a time at which the Fiscal Agent has not received the full amount of the relevant  payment due to it under Clause 7.1 (Issuer to pay Fiscal Agent) and the Fiscal Agent is not able out  of funds received by it under Clause 7.1 (Issuer to pay Fiscal Agent) to reimburse such Paying Agent  therefor (whether by payment under Clause 8.3 (Reimbursement by Fiscal Agent) or appropriation  under Clause 8.4 (Appropriation by Fiscal Agent)), the Issuer shall from time to time on demand pay  to the Fiscal Agent for account of such Paying Agent:  (a) the amount so paid out by such Paying Agent and not so reimbursed to it; and  (b) interest on such amount from the date on which it is paid out to the date of reimbursement at  a percentage rate per annum equal to the cost to the Paying Agent of funding the amount paid  out, as certified by the Paying Agent and expressed as a percentage rate per annum,  provided, however, that any payment made under sub-clause 8.5(a) (Reimbursement by Issuer) shall  satisfy pro tanto the obligations of the Issuer under Clause 7.1 (Issuer to pay Fiscal Agent).  8.6 Partial payments  If at any time and for any reason a Paying Agent makes a partial payment in respect of the Global  Note Certificate or any Individual Note Certificate presented for payment to it, such Paying Agent  shall enface thereon a statement indicating the amount and date of such payment. In addition, if, on  





 






   8    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  any due date for payment, less than the full amount of any principal or interest is paid in respect of  the Subordinated Notes, the Registrar will note on the Register a memorandum of the amount and  date of any payment then made and, if the Global Note Certificate or any Individual Note Certificate  is presented for payment in accordance with the Conditions and no payment is then made, the date  of presentation of the Global Note Certificate or (as the case may be) such Individual Note Certificate.  8.7 Notice of any withholding or deduction  (a) Each Party shall, within ten Business Days of a written request by another Party, supply to  that other Party such forms, documentation and other information relating to it, its operations,  or the Subordinated Notes as that other Party reasonably requests for the purposes of that  other Party's compliance with Applicable Law and shall notify the relevant other Party  reasonably promptly in the event that it becomes aware that any of the forms, documentation  or other information provided by such Party is (or becomes) inaccurate in any material respect;  provided, however that no Party shall be required to provide any forms, documentation or other  information pursuant to this sub-clause; to the extent that: (i) any such form, documentation or  other information (or the information required to be provided on such form or documentation)  is not reasonably available to such Party and cannot be obtained by such Party using  reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such Party  constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality;  (b) The Issuer shall notify each Agent in the event that it determines that any payment to be made  by an Agent under the Subordinated Notes is a payment which could be subject to FATCA  Withholding if such payment were made to a recipient that is generally unable to receive  payments free from FATCA Withholding, and the extent to which the relevant payment is so  treated; provided, however, that the Issuer's obligation under this sub-clause 8.7 shall apply  only to the extent that such payments are so treated by virtue of characteristics of the Issuer,  the Subordinated Notes, or both;  (c) Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make  a deduction or withholding from any payment which it makes under the Subordinated Notes  for or on account of any Tax, if and only to the extent so required by Applicable Law, in which  event the Agent shall make such payment after such deduction or withholding has been made  and shall:  (i) where permitted by the Applicable Law, account to the relevant Authority within the time  allowed for the amount so deducted or withheld; or  (ii) return to the Issuer the amount so deducted or withheld reasonably promptly, and within  such time as to allow the Issuer to account to the relevant Authority for such amount  within the time allowed, after making such payment, in which case, the Issuer shall so  account to the relevant Authority for such amount. For the avoidance of doubt, FATCA  Withholding is a deduction or withholding which is deemed to be required by Applicable  Law for the purposes of this sub-clause 8.7;  (d) In the event that any Agent determines that any deduction or withholding for or on account of  any Tax will be required by Applicable Law in connection with any payment due to any of the  Agents on the Subordinated Notes, then that Agent shall notify the Issuer on making such  determination; and  (e) In the event that the Issuer determines in its sole discretion that any deduction or withholding  for or on account of any Tax will be required by Applicable Law in connection with any payment  due to any of the Agents on any Subordinated Notes, then the Issuer will be entitled to redirect  or reorganise any such payment in any way that it sees fit in order that the payment may be  made without such deduction or withholding provided that any such redirected or re-organised  payment is made through a recognised institution of international standing and otherwise  made in accordance with this Agreement. The Issuer will promptly notify the Agents of any  such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a  deduction or withholding which is deemed to be required by Applicable Law for the purposes  of this sub-clause 8.7.  9 DUTIES OF THE AGENT BANK  The Agent Bank agrees to comply with the provisions of Condition 4 (Interest) and this Agreement.  In particular, the Agent Bank shall:  





 






   9    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  (a) determine the Rate of Interest (as defined in the Conditions) applicable to the Subordinated  Notes in accordance with the Conditions;  (b) as soon as practicable after determining the Rate of Interest applicable to the Subordinated  Notes for any period (but in any event not later than the first day of the applicable Interest  Period (as defined in the Conditions)) pursuant to the Conditions, notify the Issuer, the  Noteholders and the Paying Agents thereof in accordance with the Conditions;  (c) publish the Rate of Interest, Interest Amount and relative Interest Payment Date in accordance  with Condition 4 (Interest); and  (d) maintain records of the quotations obtained, and all rates determined, by it and make such  records available for inspection at all reasonable times by the Issuer and the Paying Agents.  10 COVENANTS BY THE ISSUER  The Issuer covenants with the Fiscal Agent that, so long as any of the Subordinated Notes remain  outstanding, it will:  10.1 Notification of Redemption or Repayment  Not less than the number of days specified in the relevant Condition prior to the redemption or  repayment date in respect of any Subordinated Note, give to the Fiscal Agent notice in writing of the  amount of such redemption or repayment pursuant to the Conditions and duly proceed to redeem or  repay such Subordinated Notes accordingly;  10.2 Supervisory Consent  So long as any Subordinated Note is outstanding, the Issuer will, where the Regulatory Clearance  Condition is required to be satisfied before any payment is made or any other action is taken under  this Agreement or the Subordinated Notes, meet such Regulatory Clearance Condition promptly  before making such payment or taking such action and promptly provide a copy to the Fiscal Agent;  10.3 BMA Objection  So long as any Subordinated Note is outstanding, the Issuer will, having received an objection to the  making of any payment or taking of any action pursuant to the Conditions from the BMA following  notification thereof to the BMA pursuant to Clause 10.2 (Supervisory Consent), promptly notify the  Fiscal Agent in writing thereof and, if permitted by Applicable Law, regulation or by the BMA, provide  a copy thereof to the Fiscal Agent;  10.4 BMA Notifications  The Issuer undertakes to supply to the Fiscal Agent, in sufficient copies for all the Noteholders:  (a) the Issuer's annual statutory returns as filed with the BMA (or any successor thereto) as  Issuer's regulator (the "Regulator"), as soon as reasonably practicable and in any event no  later than the date falling 20 Business Days after the date on which such filing is made;  (b) promptly upon receipt or submission (as the case may be), copies of any approval, direction  or order received by the Issuer from the Regulator from time to time or any response from the  Issuer in relation to such approval, direction or order, including in connection with any capital  release or any other return of surplus capital, in each case to the extent material to the interests  of the Noteholders;  (c) promptly upon submission, copies of any reports and all other material correspondence  required or requested by or provided to the Regulator from time to time;  10.5 Interest Deferral  So long as any Subordinated Note is outstanding, the Issuer will, where any payment of any interest  pursuant to Condition 5 (Deferral of Interest) is mandatorily deferred, give notice of such mandatory  deferral to the Noteholders in accordance with Conditions 5(e)(Notice of Deferral) and 15 (Notices)  and to the Fiscal Agent, and, in accordance with Condition 5(a)(Regulatory Deficiency Deferral of  





 






   10    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  Interest), the Issuer will deliver a certificate (on the same date that it gives such notice) signed by  two Authorised Signatories (as defined in the Conditions) confirming that: (a) a Regulatory Deficiency  Interest Deferral Event has occurred and is continuing, or would occur if payment of interest on the  Subordinated Notes were to be made; or (b) a Regulatory Deficiency Interest Deferral Event has  ceased to occur and/or payment of interest on the Subordinated Notes would not result in a  Regulatory Deficiency Interest Deferral Event occurring;  10.6 Redemption Deferral  (a) So long as any Subordinated Note is outstanding, the Issuer will, in the case of a mandatory  deferral of redemption in accordance with Condition 6(b) (Deferral of redemption date) give  notice of such mandatory deferral to the Noteholders and the Fiscal Agent in accordance with  Conditions 6(b)(iii) (Deferral of redemption date) and 15 (Notices), provided, however, that if  the Issuer becomes aware of the operation of the Solvency Condition or a Regulatory  Deficiency Interest Deferral Event occurs less than 5 Business Days prior to an Interest  Payment Date, the Issuer shall give notice of the interest deferral in accordance with Condition  5 (Deferral of Interest) as soon as reasonably practicable following its becoming aware of, or  the occurrence of, such event.  (b) In accordance with Condition 6(b)(v) (Deferral of redemption date), the Issuer will deliver a  certificate (on the same date that it gives such notice) to the Fiscal Agent signed by two  Authorised Signatories confirming that: (a) a Regulatory Deficiency Redemption Deferral  Event has occurred and is continuing or would occur if redemption of the Subordinated Notes  were to be made; or (b) a Regulatory Deficiency Redemption Deferral Event (as applicable)  has ceased to occur and/or redemption of the Subordinated Notes would not result in such  event occurring.  11 MISCELLANEOUS DUTIES OF THE AGENTS  11.1 Records  The Fiscal Agent shall maintain records of all documents received by it in connection with its duties  hereunder and shall make such records available for inspection at all reasonable times by the Issuer,  and the other Agents and, in particular, the Registrar shall (a) maintain a record of all Note  Certificates delivered hereunder and of their redemption, payment, cancellation, mutilation,  defacement, alleged destruction, theft, loss and replacement and (b) make such records available  for inspection during Business Hours by the Issuer, the other Paying Agents and each Clearing  System.  11.2 Information  The Issuer and the Paying Agents shall make available to the Fiscal Agent such information as is  reasonably required for the maintenance of the records referred to in Clause 11.1 (Records).  11.3 Cancellation  The Issuer may from time to time deliver to, or to the order of the Registrar, Note Certificates of which  it or any of its subsidiaries is the holder for cancellation, whereupon the Registrar shall cancel the  same and shall make the corresponding entries in the Register.  11.4 Subordinated Notes in issue  As soon as practicable (and in any event within three months) after each date on which the  Subordinated Notes fall due for redemption in accordance with the Conditions, the Registrar shall  notify the Issuer of the serial numbers and principal amount of any Note Certificates against surrender  of which payment has been made and of the serial numbers and principal amount of any Note  Certificates (and the names and addresses of the Noteholders thereof) which have not yet been  surrendered for payment.  11.5 Forwarding of communications  The Fiscal Agent shall promptly forward to the Issuer a copy of any notice or communication  addressed to the Issuer by any Noteholder which is received by the Fiscal Agent.  





 






   11    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  11.6 Documents available for inspection  The Issuer shall provide to each Agent:  (a) conformed copies of this Agreement; and  (b) such other documents as contemplated in the Conditions.  Each of the Paying Agents shall make available for inspection during Business Hours at its Specified  Office the documents referred to above. However, if the Agent is not able to make available for  inspection at its Specified Office such documents by events beyond its reasonable control, the Agent  may provide such documents to a Noteholder electronically, subject to such Noteholder being able  to provide evidence satisfactory to the Issuer and the Agent as to its holding and identity.  12 FEES AND EXPENSES  12.1 Fees  The Issuer shall pay annually in advance to the Fiscal Agent and the Agents such fees as have been  agreed by separate fee letter between the Issuer and the Fiscal Agent in respect of the services of  the Agents hereunder (plus any applicable value added tax).  12.2 Expenses  The Issuer shall reimburse each Agent for all expenses (including, without limitation, legal fees and  any publication, advertising, communication, courier, postage and other out-of-pocket expenses)  properly incurred (excluding those expenses already reimbursed pursuant to Clause 12.1 (Fees)) by  them in connection with their services hereunder (plus any applicable value added tax).  12.3 Taxes  The Issuer shall pay all stamp, registration and other taxes and duties (including any interest and  penalties thereon or in connection therewith) which are payable upon or in connection with the  execution and delivery of this Agreement, and the Issuer shall indemnify each Agent against any  claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, properly  incurred legal fees and any applicable value added tax) which it incurs as a result or arising out of or  in relation to any failure by the Issuer to pay or delay by the Issuer in paying any of the same. All  payments by the Issuer under this Clause 12 (Fees and Expenses) or Clause 13.4 (Indemnity in  favour of the Agents) shall be made free and clear of, and without setoff, counterclaim, withholding  or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature  unless compelled by law, in which case the Issuer will gross-up such payments to the Agents.  13 TERMS OF APPOINTMENT  13.1 Rights and powers  Each Agent may, in connection with its services hereunder:  (a) except as ordered by a court of competent jurisdiction or otherwise required by law and  regardless of any notice of ownership, trust or any other interest therein, any writing on the  Note Certificate relating to any Subordinated Note by any person (other than a duly executed  form of transfer) or any notice of any previous loss or theft thereof, but subject to sub-clause  8.1(a) (Payments by Paying Agents), treat the registered Noteholders as absolute owners for  all purposes and make payments thereon accordingly;  (b) assume that the terms of the Global Note Certificate and each Individual Note Certificate as  issued are correct;  (c) rely upon the terms of any notice, certificate communication or other document believed by it  to be genuine and shall be protected and shall, other than by reason of its gross negligence,  wilful default or fraud, incur no liability for or in respect of action taken, omitted or suffered in  reliance upon any notice, communication or other document;  





 






   12    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  (d) subject to Clause 12.2 (Expenses), engage and pay for the advice or services of any lawyers  or other experts whose advice or services it considers necessary and rely upon any advice so  obtained (and such Agent shall be protected and shall, other than by reason of its gross  negligence, wilful default or fraud, incur no liability as against the Issuer in respect of any action  taken, or permitted to be taken, in accordance with such advice and in good faith); and  (e) may, and its officers, directors, employees or controlling persons may, become the owner of,  or acquire any interest in, the Subordinated Notes with the same rights that it would have if it  were not appointed under this Agreement, and may engage or be interested in any financial  or other transaction with the Issuer and/or any of their Affiliates and may act as freely as if it  were not appointed under this Agreement.  13.2 Extent of duties  Each Agent shall only be obliged to perform the duties set out herein and no implied duties or  obligations shall be read into this Agreement or the Conditions against any Agent. No Agent shall:  (a) be under any fiduciary duty or other obligation towards or have any relationship of agency or  trust for or with any person other than the Issuer;  (b) be responsible for or liable in respect of the legality, validity or enforceability of the  Subordinated Notes or any Note Certificate (other than in respect of authentication of Note  Certificates by it in accordance with this Agreement) or any act or omission of any other person  (including, without limitation, any other Agent);  (c) be under any obligation to act if it reasonably believes that if it were to act it would incur  expenses for which it would not be reimbursed and it shall bear no liability for not acting on the  basis of such reasonable belief;  (d) be required to take any action which it determines to be contrary to any Applicable Law,  regulation or fiscal requirement, or the rules, operating procedures or market practice of any  other market or clearing system;  (e) be responsible for monitoring compliance by any other party or taking any steps to ascertain  whether any relevant event under this Agreement or the Conditions shall have occurred and  shall have no liability to any person for any loss arising from any breach by that party or any  such event; or  (f) be liable to any person for any matter or thing done or omitted in any way in connection with  this Agreement or the Conditions save in relation to its own gross negligence, wilful default or  fraud.  13.3 Freedom to transact  Each Agent may purchase, hold and dispose of Subordinated Notes and may enter into any  transaction (including, without limitation, any depository, trust or agency transaction) with any  Noteholders or with any other person in the same manner as if it had not been appointed as the  agent of the Issuer in relation to the Subordinated Notes.  13.4 Indemnity in favour of the Agents  The Issuer will indemnify each Agent against any loss, liability, cost, claim, action, demand or  expense (including, but not limited to, all costs, charges and expenses paid or incurred in disputing  or defending any of the foregoing) which it may directly incur or which may be made against it as a  result of or in connection with its appointment or the exercise of its functions, except such as may  result from its wilful default, gross negligence or fraud or that of its directors, officers or employees.  The indemnity contained in this Clause 13.4 (Indemnity in favour of the Agents) shall survive any  cessation of any appointment of an Agent under this Agreement pursuant to Clause 14 (Changes in  Agents) or any termination of this Agreement. Any claim by an Agent under this indemnity shall be  accompanied by duly documented evidence supporting such claim.  13.5 Liability for losses  (a) Notwithstanding anything else in this Agreement, no Agent nor any of its directors, officers,  employees or agents shall be liable to the Issuer or any other person for any:  





 






   13    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  (i) loss of profit;  (ii) loss of revenue;  (iii) loss of anticipated savings;  (iv) loss of contract or opportunity;  (v) loss of goodwill or reputation; or  (vi) indirect, special, or consequential loss or damage of whatever nature including any loss  of a type described in sub clauses (i) to (v) (inclusive) above which could be regarded  as indirect or consequential,  arising from any representation, any breach of implied term or any duty at common law or under any  statute or express term of this Agreement, and whether such liability is asserted on the basis of  contract, tort (including negligence) or otherwise and whether or not reasonably foreseeable or  actually contemplated by the parties.  14 CHANGES IN AGENTS  14.1 Resignation  Any Agent may (without reason) resign its appointment upon not less than 30 days' notice to the  Issuer (with a copy, in the case of an Agent other than the Fiscal Agent, to the Fiscal Agent); provided,  however, that:  (a) if such resignation would otherwise take effect less than 30 days before or after the Maturity  Date or other date for redemption of the Subordinated Notes or any interest payment date in  relation to the Subordinated Notes, it shall not take effect until the thirtieth day following such  date; and  (b) in the case of the Fiscal Agent, such resignation shall not take effect until a successor has  been duly appointed consistently with Clause 14.4 (Additional and successor agents) or  Clause 14.5 (Paying Agents may appoint successors) and notice of such appointment has  been given to the Noteholders.  14.2 Revocation  The Issuer may revoke its appointment of any Agent by not less than 30 days' notice to such Agent  (with a copy, in the case of an Agent other than the Fiscal Agent, to the Fiscal Agent); provided,  however, that, in the case of the Fiscal Agent, such revocation shall not take effect until a successor  has been duly appointed consistently with Clause 14.4 (Additional and successor agents) or  Clause 14.5 (Paying Agents may appoint successors) and notice of such appointment has been  given to the Noteholders.  14.3 Automatic termination  The appointment of any Agent shall terminate forthwith if (a) such Agent becomes incapable of  acting, (b) a secured party takes possession, or a receiver, manager or other similar officer is  appointed, of the whole or any part of the undertaking, assets and revenues of such Agent, (c) such  Agent admits in writing its insolvency or inability to pay its debts as they fall due, (d) an administrator  or liquidator of such Agent or the whole or any part of the undertaking, assets and revenues of such  Agent is appointed (or application for any such appointment is made), (e) such Agent takes any  action for a readjustment or deferment of any of its obligations or makes a general assignment or an  arrangement or composition with or for the benefit of its creditors or declares a moratorium in respect  of any of its indebtedness, (f) an order is made or an effective resolution is passed for the winding- up of such Agent or (g) any event occurs which has an analogous effect to any of the foregoing. If  the appointment of the Fiscal Agent is terminated in accordance with the preceding sentence, the  Issuer shall forthwith appoint a successor in accordance with Clause 14.4 (Additional and successor  agents).  





 






   14    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  14.4 Additional and successor agents  The Issuer may appoint a successor registrar or fiscal agent, and additional or successor transfer  agent or paying agents, and shall forthwith give notice of any such appointment to the continuing  Agents and the Noteholders, whereupon the Issuer, the continuing Agents and the additional or  successor registrar, transfer agent, fiscal agent or paying agent shall acquire and become subject to  the same rights and obligations between themselves as if they had entered into an agreement in the  form mutatis mutandis of this Agreement.  14.5 Paying Agents may appoint successors  If the Fiscal Agent gives notice of its resignation in accordance with Clause 14.1 (Resignation) and  by the tenth day before the expiry of such notice a successor has not been duly appointed in  accordance with Clause 14.4 (Additional and successor agents), the Fiscal Agent may itself,  following such consultation with and at the expense of the Issuer, appoint on behalf of the Issuer as  its successor any reputable and experienced financial institution and give notice of such appointment  to the Issuer, the remaining Agents and the Noteholders, whereupon the Issuer, the remaining  Agents and such successor shall acquire and become subject to the same rights and obligations  between themselves as if they had entered into an agreement in the form mutatis mutandis of this  Agreement.  14.6 Release  Upon any resignation or revocation taking effect under Clause 14.1 (Resignation) or Clause 14.2  (Revocation) or any termination taking effect under Clause 14.3 (Automatic termination), the relevant  Agent shall:  (a) be released and discharged from its obligations under this Agreement (save that it shall remain  entitled to the benefit of and subject to Clause 12.3 (Taxes), Clause 13 (Terms of Appointment)  and Clause 14 (Changes in Agents));  (b) in the case of the Fiscal Agent, deliver to the Issuer and to its successor a copy, certified as  true and up-to-date by an officer or authorised signatory of the Fiscal Agent, of the records  maintained by it in accordance with Clause 5.1 (Maintenance of the Register);  (c) in the case of the Agent Bank, deliver to the Issuer and to its successor a copy, certified as  true and up-to-date by an officer or authorised signatory of the Agent Bank, of the records  maintained by it in accordance with Clause 9 (Duties of the Agent Bank); and  (d) as soon as reasonably practicable (upon payment to it of any amount due to it in accordance  with Clause 12 (Fees and Expenses)) transfer all moneys and papers (including any unissued  Note Certificates held by it hereunder and any documents held by it pursuant to Clause 11.6  (Documents available for inspection)) to its successor and, upon appropriate notice, provide  reasonable assistance to its successor for the discharge of its duties and responsibilities  hereunder.  14.7 Merger  (a) Any legal entity (i) into which any Agent may be merged or converted or any legal entity with  which such Agent may be consolidated, (ii) to which the business of such Agent is transferred,  (iii) with which such Agent agrees to transfer its respective rights and obligations hereunder or  (iv) which results from any merger, conversion, consolidation or transfer to which such Agent  shall be a party shall, to the extent permitted by Applicable Law, be the successor Agent under  this Agreement without any further formality, and after such effective date all references in this  Agreement to such Agent shall be deemed to be references to such corporation and, by virtue  of a transfer by novation, such successor shall acquire and become subject to the same rights  and obligations under this Agreement as the relevant Agent as if the successor had entered  into this Agreement on the Issue Date (as defined in the Conditions). Notice of any such  merger, conversion, consolidation or transfer shall forthwith be given by the relevant Agent to  the Issuer.  (b) The Issuer shall on request enter into any document or agreement necessary to give legal  effect to the assignment or transfer including in the case of a novation, a deed of novation in  a form agreed with such Agent.  





 






 





 






   16    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  15.2 Effectiveness  (a) Every notice or communication sent in accordance with Clause 15.1 (Addresses for notices)  shall be effective, if sent by letter or email, upon receipt by the addressee, provided, however,  that any such notice or communication which would otherwise take effect after 4.00 p.m. on  any particular day shall not take effect until 10.00 a.m. on the immediately succeeding  business day in the place of the addressee.  (b) In no event shall any of the Agents be liable for any losses arising from any of the Agents  receiving or transmitting any data to the Issuer (or any Authorised Person) or acting upon any  notice, instruction or other communication via any Electronic Means. None of the Agents shall  have a duty or obligation to verify or confirm that the person who sent such instructions or  directions is, in fact, a person authorised to give instructions or directions on behalf of the  Issuer (or any Authorised Person). The Issuer agrees that the security procedures, if any, to  be followed in connection with a transmission of any such notice, instructions or other  communications provide to it a commercially reasonable degree of protection in light of its  particular needs and circumstances.  15.3 Notices to Noteholders  Any notice required to be given to Noteholders under this Agreement and/or the Conditions, or any  notice delivered by the Issuer to the Fiscal Agent, shall be given in accordance with the Conditions;  provided that so long as any Subordinated Notes are represented by the Global Note Certificate,  notices to be given to the Noteholders shall be delivered by the Fiscal Agent to the Noteholders  electronically through the Clearing Systems.  15.4 Notices in English  All notices and other communications hereunder shall be made in the English language or shall be  accompanied by a certified English translation thereof. Any certified English translation delivered  hereunder shall be certified a true and accurate translation by a professionally qualified translator or  by some other person competent to do so.  16 LAW AND JURISDICTION  16.1 Governing law  This Agreement and any non-contractual obligations arising out of or in connection with it are  governed by English law.  16.2 English courts  The courts of England have exclusive jurisdiction to settle any dispute (a "Dispute"), arising out of  or in connection with this Agreement (including a dispute relating to the existence, validity or  termination of this Agreement or any non-contractual obligation arising out of or in connection with  this Agreement) or the consequences of its nullity.  16.3 Appropriate forum  The parties agree that the courts of England are the most appropriate and convenient courts to settle  any Dispute and, accordingly, that they will not argue to the contrary.  16.4 Service of process  The Issuer agrees that the documents which start any Dispute and any other documents required to  be served in relation to those Dispute may be served on it by being delivered to Ark Syndicate  Management Limited, 30 Fenchurch Ave, London EC3M 5AD, United Kingdom, or to such other  person with an address in England or Wales and/or at such other address in England or Wales as  the Issuer may specify by notice in writing to the Agents. Nothing in this paragraph shall affect the  right of any Agent to serve process in any other manner permitted by law.  





 






   17    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  16.5 Contractual Recognition of Bail-in Powers  Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements,  arrangements, or understanding between the Registrar and the Issuer, the Issuer acknowledges and  agrees that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in  Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound  by:  (a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to  any BRRD Liability of the Registrar to the Issuer under this agreement, that (without limitation)  may include and result in any of the following, or some combination thereof:  (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due  thereon;  (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or  other obligations of the Registrar or another person, and the issue to or conferral on the  Issuer of such shares, securities or obligations;  (iii) the cancellation of the BRRD Liability; and  (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the  dates on which any payments are due, including by suspending payment for a  temporary period; and  (b) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution  Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.  In this Clause 16.5:  "Bail-in Legislation” means in relation to a member state of the European Economic Area which  has implemented, or which at any time implements, the BRRD, the relevant implementing law,  regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.  “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in  Legislation Schedule, in relation to the relevant Bail-in Legislation.  “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of  credit institutions and investment firms.  “BRRD Liability” means a liability in respect of which the relevant Write-down and Conversion  Powers in the applicable Bail-in Legislation may be exercised.  “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and  published by the Loan Market Association (or any successor person) from time to time at  http://www.lma.eu.com/pages.aspx?p=499.  “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail- in Powers in relation to the Registrar.  17 FORCE MAJEURE  Notwithstanding anything in this Agreement to the contrary, the Agents shall not be responsible or  liable for any delay or failure to perform under this Agreement or for any losses resulting, in whole or  in part, from or caused by any event beyond the reasonable control of the Agents, including without  limitation: work stoppages, acts of war, terrorism, acts of God, epidemics, governmental actions  (including but not limited to nationalisation, expropriation or sanctions imposed at national or  international level), exchange or currency controls or restrictions, devaluations or fluctuations,  interruption, loss or malfunction of utilities, communications or any computer (software or hardware)  services and in no event shall the Agents be obliged to substitute another currency for a currency  whose transferability, convertibility or availability has been affected, limited, prohibited or prevented  by such law, regulation or event.  





 






   18    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  18 SANCTIONS  18.1 The Issuer covenants and represents that neither they nor any of their affiliates, subsidiaries,  directors or officers are the target or subject of any sanctions enforced by the US Government,  (including, without limitation, the Office of Foreign Assets Control of the US Department of the  Treasury or the US Department of State), the United Nations Security Council, the European Union,  Her Majesty's Treasury or other relevant sanctions authority (collectively "Sanctions").  18.2 The Issuer covenants and represents that neither they nor any of their affiliates, subsidiaries,  directors or officers will use any repayments/reimbursements made pursuant to this Agreement, (i)  to fund or facilitate any activities of or business with any person who, at the time of such funding or  facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business  with any country or territory that is the subject of Sanctions, or (iii) in any other manner that will result  in a violation of Sanctions by any person.  18.3 Clause 18.1 and 18.2 will not apply if and to the extent that they are or would be unenforceable by  reason of breach of (i) any provision of Council Regulation (EC) No 2271/96 of 22 November 1996  (as amended) (or any law or regulation implementing such Regulation in any member state of the  EEA; (ii) Council Regulation (EC) No 2271/96 of 22 November 1996 (as amended) as it forms part  of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, including  by the European Union (Withdrawal Agreement) Act 2020); or (iii) any similar blocking or anti-boycott  law. However, if the aforementioned Council Regulation purports to make compliance with any  portion of this Clause unenforceable by the Issuer, the Issuer will nonetheless take such measures  as may be necessary to ensure that the Issuer does not use the services in any manner which would  cause the relevant Agent to violate sanctions applicable to the relevant Agent's role.  19 RIGHTS OF THIRD PARTIES  A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of  Third Parties) Act 1999 to enforce any term of this Agreement but this shall not affect any right or  remedy which exists or is available apart from such Act.  20 MODIFICATION  This Agreement may not be amended without the consent of the Majority Noteholders pursuant to  Condition 14 (Modification and Waiver) unless for the purpose of curing any ambiguity or of curing,  correcting or supplementing any manifest error or any other defective provision contained in this  Agreement and any such amendment to this Agreement shall not, in the sole opinion of the Issuer,  be materially prejudicial to the interest of the Noteholders.  21 CONFIDENTIALITY  21.1 Each Agent and the Issuer undertake to respect and protect the confidentiality of all information  acquired as a result of or pursuant to this Agreement and will not, without the other Party's prior  written consent, disclose any such information to a third party, unless it is required to do so by any  Applicable Law or regulation or is specifically authorised to do so hereunder or by any separate  agreement, especially where the provision of such information is the object or Party of the service to  be provided by such Agent.  21.2 In order to provide its services to the Issuer and to satisfy legal obligations it is subject to, each Agent  will process (in particular, without being limited to, by collecting, recording, organizing, storing,  adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or  otherwise making available to third parties) data relating to the Issuer (including, without being limited  to the Issuer's name, address, occupation, nationality, corporate form, etc.). The Issuer may freely  refuse to provide such Agent with this information and thus prevent such Agent from using these  data-processing systems. However, such a refusal will be an obstacle preventing the start or  continuation of business relations between the Issuer and such Agent. Such Agent will only ask for  the information needed to fulfil its obligations.  21.3 The Issuer expressly authorizes the transfer of data to third parties or to the head office of each  Agent (such as to a sub-custodian or any other person providing services to such Agent) if such  transmission is required to allow such Agent to provide its services to the Issuer or to satisfy legal  obligations it or such third party is subject to. The Issuer expressly authorizes such transfer, including,  to the extent relevant, any transfer to third parties established outside the European Union.  





 






   19    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  22 COUNTERPARTS  22.1 This Agreement may be executed in any number of counterparts, and by the parties on separate  counterparts, but shall not be effective until each party has executed at least one counterpart.  22.2 Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together  constitute but one and the same instrument.  





 






  [Project Foxtrot – Signature Page to the Paying Agency Agreemnt]  This Agreement has been entered into on the date stated at the beginning.    Executed by GROUP ARK INSURANCE LIMITED as Issuer  acting by:      [signature of director]    Angus AYLIFFE          Executed by THE BANK OF NEW YORK MELLON, LONDON BRANCH as Fiscal Agent,  Transfer Agent and Agent Bank  acting by:      [signature]        Michael LEE          Executed by THE BANK OF NEW YORK MELLON SA/NV, DUBLIN BRANCH as Registrar  acting by:      [signature]        Michael LEE      





 






 





 






   21    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM      FORM OF GLOBAL NOTE CERTIFICATE  THE SUBORDINATED NOTES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE  REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES ACT") OR ANY SECURITIES LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER  HEREOF, BY PURCHASING THE SUBORDINATED NOTES REPRESENTED HEREBY, AGREES FOR THE  BENEFIT OF THE ISSUER THAT THE SUBORDINATED NOTES REPRESENTED HEREBY MAY BE  REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE  SECURITIES ACT AND OTHER APPLICABLE LAWS.  ISIN: XS2360500842  GROUP ARK INSURANCE LIMITED  (an insurance company incorporated under the laws of Bermuda)  €39,100,000  Floating Rate Tier 2 Subordinated Notes due 2041  GLOBAL NOTE CERTIFICATE  1. Introduction: This Global Note is issued in respect of the €39,100,000 Floating Rate Tier 2  Subordinated Notes due 2041 (the "Subordinated Notes") of Group Ark Insurance Limited (the  "Issuer"). The Subordinated Notes are constituted by a deed of covenant dated on or about the date  hereof (as amended or supplemented from time to time, the "Deed of Covenant") entered into by the  Issuer and are the subject of a paying agency agreement dated on or about the date hereof (as  amended or supplemented from time to time, the "Paying Agency Agreement") and made between  the Issuer, The Bank of New York Mellon SA/NV, Dublin Branch as registrar (the "Registrar", which  expression includes any successor registrar appointed from time to time in connection with the  Subordinated Notes), The Bank of New York Mellon, London Branch as fiscal agent, and the other  paying agents and the transfer agents named therein.  2. References to Conditions: Any reference herein to the "Conditions" is to the terms and conditions  of the Subordinated Notes attached hereto and any reference to a numbered "Condition" is to the  correspondingly numbered provision thereof.  3. Registered holder: This is to certify that:  The Bank of New York Depository (Nominees) Limited  as the nominee of the Common Depository on behalf of Euroclear Bank S.A. / N.V. ("Euroclear") and  Clearstream Banking, SA ("Clearstream, Luxembourg"), is the person registered in the register  maintained by the Registrar in relation to the Subordinated Notes (the "Register") as the duly  registered holder (the "Holder") of €39,100,000 in aggregate principal amount of Subordinated Notes  or such other principal amount as may from time to time be entered in the Register in accordance with  the Paying Agency Agreement and this Global Note Certificate.  4. Promise to pay: The Issuer, for value received, hereby promises to pay such principal sum to the  Holder on 7 October 2041 or on such earlier date or dates as the same may become payable in  accordance with the Conditions, and to pay interest on such principal sum in arrears on the dates and  at the rates specified in the Conditions, together with any additional amounts payable in accordance  with the Conditions, all subject to and in accordance with the Conditions.  5. Subordination: Notwithstanding paragraph 4 (Promise to pay), in the event of the winding-up of the  Issuer, the claims of the Noteholders will rank subordinate to claims of all Senior Creditors (in the  manner set out in Condition 2(a) (Status and Subordination)) and no payment shall be made in respect  thereof hereunder unless all the claims of the Senior Creditors have been satisfied in full prior to such  payment.  6. Exchange for Individual Note Certificates: This Global Note Certificate will be exchanged in whole  (but not in part) for duly authenticated and completed individual note certificates ("Individual Note  





 






   22    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  Certificates") in substantially the form (subject to completion) set out in Schedule 2 (Form of Individual  Note Certificate) to the Paying Agency Agreement if any of the following events occurs:  (a) Euroclear or Clearstream, Luxembourg is closed for business for a continuous period of 14  days (other than by reason of legal holidays) or announces an intention permanently to cease  business; or  (b) any of the circumstances described in Condition 11 (Default and remedies on default) occurs.  The Issuer shall notify the Holder of the occurrence of any of the events specified in and (b) as soon  as practicable thereafter.  7. Failure to deliver Individual Note Certificates or to pay: If  (a) Individual Note Certificates have not been issued and delivered by 5.00 p.m. (London time)  on the thirtieth day after the date on which the same are due to be issued and delivered in  accordance with paragraph 8 (Delivery of Individual Note Certificates) below; or  (b) any of the Subordinated Notes evidenced by this Global Note Certificate has become due and  payable in accordance with the Conditions or the date for final redemption of the Subordinated  Notes has occurred and, in either case, payment in full of the amount of principal falling due  with all accrued interest thereon has not been made to the Holder on the due date for payment  in accordance with the terms of this Global Note Certificate, then this Global Note Certificate  (including the obligation to deliver Individual Note Certificates) will become void at 5.00 pm  (London time) on such thirtieth day (in the case of (a)) or at 5.00 pm (London time) on such  due date (in the case of (b)) and the Holder will have no further rights hereunder, but without  prejudice to the rights which the Holder or others may have under the Deed of Covenant.  8. Delivery of Individual Note Certificates: Whenever this Global Note Certificate is to be exchanged  for Individual Note Certificates, such Individual Note Certificates shall be issued in an aggregate  principal amount equal to the principal amount of this Global Note Certificate within five business days  of the delivery, by or on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to the  Registrar of such information as is required to complete and deliver such Individual Note Certificates  (including, without limitation, the names and addresses of the persons in whose names the Individual  Note Certificates are to be registered and the principal amount of each such person's holding) against  the surrender of this Global Note Certificate at the Specified Office (as defined in the Conditions) of  the Registrar. Such exchange shall be effected in accordance with the provisions of the Paying Agency  Agreement and the regulations concerning the transfer and registration of Subordinated Notes  scheduled thereto and, in particular, shall be effected without charge to any Noteholder, but against  such indemnity as the Registrar may require in respect of any tax or other duty of whatsoever nature  which may be levied or imposed in connection with such exchange. In this paragraph, "business day"  means a day on which commercial banks are open for business (including dealings in foreign  currencies) in the city in which the Registrar has its Specified Office.  9. Conditions apply: Save as otherwise provided herein, the Holder of this Global Note Certificate shall  have the benefit of, and be subject to, the Conditions and, for the purposes of this Global Note  Certificate, any reference in the Conditions to "Note Certificate" or "Note Certificates" shall, except  where the context otherwise requires, be construed so as to include this Global Note Certificate.  10. Notices: Notwithstanding Condition 15 (Notices), so long as this Global Note Certificate is held on  behalf of Euroclear, Clearstream, Luxembourg or any other clearing system (an "Alternative Clearing  System"), notices to Noteholders represented by this Global Note Certificate may be given by delivery  of the relevant notice to Euroclear, Clearstream, Luxembourg or (as the case may be) such Alternative  Clearing System.  11. Determination of entitlement: This Global Note Certificate is evidence of entitlement only and is not  a document of title. Entitlements are determined by the Register and only the Holder is entitled to  payment in respect of this Global Note Certificate.  12. Authentication: This Global Note Certificate shall not be valid for any purpose until it has been  authenticated for and on behalf of The Bank of New York Mellon SA/NV, Dublin Branch as registrar.  13. Governing law: This Global Note Certificate and any non-contractual obligations arising out of or in  connection with it are governed by English law.  





 






   23    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  AS WITNESS the manual or facsimile signature of a duly authorised person for and on behalf of the Issuer.  GROUP ARK INSURANCE LIMITED  By:        (duly authorised)  ISSUED on __ July 2021  AUTHENTICATED for and on behalf of THE  BANK OF NEW YORK MELLON SA/ NV  DUBLIN BRANCH as Registrar without  recourse, warranty or liability  By:        (duly authorised)  





 






   24    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  FORM OF TRANSFER  FOR VALUE RECEIVED     , being the registered holder of this Global Note  Certificate, hereby transfers to                                 of                          ,  [currency]     in principal amount of the €39,100,000 Floating Rate Tier 2  Subordinated Notes due 2041 (the "Subordinated Notes") of Group Ark Insurance Limited (the "Issuer") and  irrevocably requests and authorises The Bank of New York Mellon SA/NV, Dublin Branch in its capacity as  registrar in relation to the Subordinated Notes (or any successor to The Bank of New York Mellon SA/NV,  Dublin Branch, in its capacity as such) to effect the relevant transfer by means of appropriate entries in the  register kept by it.  Dated:        By:        (duly authorised)  Notes  The name of the person by or on whose behalf this form of transfer is signed must correspond with the name  of the registered holder as it appears on the face of this Global Note Certificate.  (a) A representative of such registered holder should state the capacity in which he signs, e.g. executor.  (b) The signature of the person effecting a transfer shall conform to any list of duly authorised specimen  signatures supplied by the registered holder or be certified by a recognised bank, notary public or in  such other manner as the Registrar may require.  (c) Any transfer of Subordinated Notes shall be in an amount equal to €100,000 or an integral multiple  thereof.     





 






   25    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  TERMS AND CONDITIONS  [Terms and Conditions to be inserted]  FISCAL AGENT, AGENT BANK AND TRANSFER AGENT  The Bank of New York Mellon, London Branch  One Canada Square  London, E14 5AL  United Kingdom  AND  REGISTRAR  The Bank of New York Mellon SA/NV, Dublin Branch  Riverside Two,   Sir John Rogerson's Quay,  Grand Canal Dock,  Dublin 2, Ireland  





 






   26    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM      FORM OF INDIVIDUAL NOTE CERTIFICATE  THE SUBORDINATED NOTES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE  REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES ACT") OR ANY SECURITIES LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER  HEREOF, BY PURCHASING THE SUBORDINATED NOTES REPRESENTED HEREBY, AGREES FOR THE  BENEFIT OF THE ISSUER THAT THE SUBORDINATED NOTES REPRESENTED HEREBY MAY BE  REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE  SECURITIES ACT AND OTHER APPLICABLE LAWS.  Serial Number: ............  GROUP ARK INSURANCE LIMITED  (an insurance company incorporated under the laws of Bermuda)  € 39,100,000  Floating Rate Tier 2 Subordinated Notes due 2041  This Note Certificate is issued in respect of the €39,100,000 Floating Rate Tier 2 Subordinated Notes due  2041 (the "Subordinated Notes") of Group Ark Insurance Limited (the "Issuer"). The Subordinated Notes are  constituted by a deed of covenant dated on or about the date hereof (as amended or supplemented from time  to time, the "Deed of Covenant") entered into by the Issuer and are the subject of a paying agency agreement  dated on or about the date hereof (as amended or supplemented from time to time, the "Paying Agency  Agreement") and made between the Issuer, The Bank of New York Mellon SA/NV, Dublin Branch as registrar  (the "Registrar", which expression includes any successor registrar appointed from time to time in connection  with the Subordinated Notes), The Bank of New York Mellon, London Branch as fiscal agent and the other  paying agents and the transfer agents named therein.  Any reference herein to the "Conditions" is to the terms and conditions of the Subordinated Notes endorsed  hereon and any reference to a numbered "Condition" is to the correspondingly numbered provision thereof.  This is to certify that:         of              is the person registered in the register maintained by the Registrar in relation to the Subordinated Notes (the  "Register") as the duly registered holder or, if more than one person is so registered, the first-named of such  persons (the "Noteholder") of:  €[    ]  (     [CURRENCY IN WORDS])  in aggregate principal amount of the Subordinated Notes.  The Issuer, for value received, hereby promises to pay such principal sum to the Noteholder on 7 October  2041 or on such earlier date or dates as the same may become payable in accordance with the Conditions,  and to pay interest on such principal sum in arrears on the dates and at the rates specified in the Conditions,  together with any additional amounts payable in accordance with the Conditions, all subject to and in  accordance with the Conditions.  This Note Certificate is evidence of entitlement only and is not a document of title. Entitlements are determined  by the Register and only the Noteholder is entitled to payment in respect of this Note Certificate.  This Note Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of The  Bank of New York Mellon SA/NV, Dublin Branch as registrar.  





 






   27    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  AS WITNESS the manual or facsimile signature of a duly authorised person for and on behalf of the Issuer.  GROUP ARK INSURANCE LIMITED  By:        (duly authorised)  ISSUED as of [issue date]  AUTHENTICATED for and on behalf of  THE BANK OF NEW YORK MELLON SA/NV,  DUBLIN BRANCH  as Registrar without recourse, warranty or liability  By:        (duly authorised)     





 






   28    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  FORM OF TRANSFER  FOR VALUE RECEIVED     , being the registered holder of this Note Certificate,  hereby transfers to of                                   €   in principal amount of the €39,100,000 Floating Rate Tier 2 Subordinated Notes due 2041  (the "Notes") of Group Ark Insurance Limited (the "Issuer") and irrevocably requests and authorises The Bank  of New York Mellon SA/NV, Dublin Branch in its capacity as registrar in relation to the Subordinated Notes (or  any successor to The Bank of New York Mellon SA/NV, Dublin Branch in its capacity as such) to effect the  relevant transfer by means of appropriate entries in the register kept by it.  Dated:        By:        (duly authorised)  Notes  The name of the person by or on whose behalf this form of transfer is signed must correspond with the name  of the registered holder as it appears on the face of this Note Certificate.  (a) A representative of such registered holder should state the capacity in which he signs, e.g. executor.  (b) The signature of the person effecting a transfer shall conform to any list of duly authorised specimen  signatures supplied by the registered holder or be certified by a recognised bank, notary public or in  such other manner as the Registrar may require.  (d) Any transfer of Notes shall be in an amount equal to €100,000 or any integral multiple thereof.  





 






   29    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  [Attached to each Note Certificate:]  [Terms and Conditions]  [At the foot of the Terms and Conditions:]  FISCAL AGENT, AGENT BANK AND TRANSFER AGENT  The Bank of New York Mellon, London Branch  One Canada Square  London, E14 5AL  United Kingdom  AND  REGISTRAR AND PAYING AGENT  The Bank of New York Mellon SA/NV, Dublin Branch  Riverside Two,  Sir John Rogerson's Quay,  Grand Canal Dock,  Dublin 2, Ireland  





 






   30    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM      TERMS AND CONDITIONS  The following (subject to amendment, and other than the words in italics) is the text of the terms and conditions  of the Subordinated Notes which will appear on the reverse of each of the definitive certificates evidencing the  Subordinated Notes. The wording appearing in italics below is included for disclosure purposes only and does  not form part of the terms and conditions of the Subordinated Notes.  The €39,100,000 Floating Rate Tier 2 Subordinated Notes due 2041 (ISIN: XS2360500842) (the  "Subordinated Notes") of Group Ark Insurance Limited, an insurance company limited by shares incorporated  under the laws of Bermuda (the "Issuer"), are constituted by a deed of covenant dated on or about 28 June  2021 (as amended or supplemented from time to time, the "Deed of Covenant") entered into by the Issuer  and an agency agreement dated on or about 28 June 2021 (as amended or supplemented from time to time,  the "Paying Agency Agreement") between the Issuer, The Bank of New York Mellon SA/NV, Dublin Branch  as registrar (the "Registrar", which expression includes any successor registrar appointed from time to time  in connection with the Subordinated Notes) and The Bank of New York Mellon, London Branch as fiscal agent  (the "Fiscal Agent", which expression includes any successor or additional fiscal agent appointed from time  to time in connection with the Subordinated Notes), the paying agents named therein (together with the Fiscal  Agent, the "Paying Agents", which expression includes any successor or additional paying agents appointed  from time to time in connection with the Subordinated Notes), the transfer agents named therein (the "Transfer  Agents", which expression includes any successor or additional transfer agents appointed from time to time  in connection with the Subordinated Notes) and The Bank of New York Mellon, London Branch as agent bank  (the "Agent Bank", which expression includes any successor agent bank appointed from time to time in  connection with the Subordinated Notes). The Fiscal Agent, Paying Agents, Transfer Agents and Agent Bank  are together the "Agents". Certain provisions of these Conditions are summaries of the Paying Agency  Agreement and the Deed of Covenant and are subject to their detailed provisions. The Noteholders (as defined  below) are bound by, and are deemed to have notice of, all the provisions of the Deed of Covenant and the  Paying Agency Agreement applicable to them. Copies of the Deed of Covenant and the Paying Agency  Agreement are available for inspection by Noteholders during normal business hours at the Specified Offices  (as defined in the Paying Agency Agreement) of each of the Agents. However, if the Agent is not able to make  available for inspection at its Specified Office such documents by events beyond its reasonable control, the  Agent may provide such documents to a Noteholder electronically, subject to such Noteholder being able to  provide evidence satisfactory to the Issuer and the Agent as to its holding and identity.  1 FORM AND DENOMINATION  The Subordinated Notes are in registered form in the denominations of €100,000 and integral  multiples thereof (each, an "Authorised Denomination"). On or about 13 July 2021 (the "Issue  Date"), the Subordinated Notes will initially be represented by a global certificate (the "Global  Certificate") registered in the name of a nominee for, and deposited with, the common depositary  for Euroclear Bank S.A. / N.V. ("Euroclear") and Clearstream Banking, SA ("Clearstream,  Luxembourg").  Except in the limited circumstances described in the Global Certificate, owners of interests in  Subordinated Notes represented by the Global Certificate will not be entitled to receive definitive  certificates in respect of their individual holdings of Subordinated Notes. The Subordinated Notes are  not issuable in bearer form. So long as the Subordinated Notes are represented by the Global  Certificate and the rules of Euroclear and Clearstream, Luxembourg so permit, transfers of interests  in the Subordinated Notes through the relevant clearing systems shall be in principal amounts of at  least €100,000 and integral multiples thereof.  2 STATUS OF THE SUBORDINATED NOTES  (a) Status and Subordination: The Subordinated Notes constitute direct, unconditional,  unsecured and subordinated obligations of the Issuer which will at all times rank (including in  the event of a Winding-Up):  (i) junior and subordinate to present or future claims of Senior Creditors;  (ii) pari passu in right of repayment:  (A) without preference among themselves;  





 






   31    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  (B) with all subordinated obligations of the Issuer (excluding the obligations of the  Issuer in respect of Junior Securities (as defined below)) which constitute, and all  claims relating to a guarantee or other like or similar undertaking or arrangement  given or undertaken by the Issuer in respect of any obligations of any other person  which constitute, or (in either case) would but for any applicable limitation on the  amount of such capital constitute, Tier 2 Capital (excluding the obligations of such  person to holders of Junior Securities), and all obligations which rank, or are  expressed to rank, pari passu therewith ("Parity Securities"), in each case both  as regards the right to receive periodic payments and the right to receive  repayment of capital on a Winding-Up of the Issuer; and  (iii) senior to and in priority to the claims of holders of:  (A)  all classes of share capital (including preferred shares) of the Issuer,  (B) any subordinated obligations of the Issuer expressed to rank junior to the  Subordinated Notes;  (C)  all undated subordinated notes of the Issuer,  (the "Junior Securities"),  in each case both as regards the right to receive periodic payments and the right to  receive repayment of capital on a Winding-Up of the Issuer;  and accordingly all claims in respect of the Subordinated Notes in a Winding-Up shall  be conditional upon all claims in respect of all Senior Creditors which have been  admitted in the Winding-Up first having been satisfied (or provided for) in full, such that  amounts will become payable in the Winding-Up in respect of the Subordinated Notes  only if any to the extent that the same can be paid and there shall remain thereafter  sufficient assets to satisfy in full all claims so admitted in respect of all Senior Creditors.  No security or collateral is, or will be, given to secure the payment obligations under the  Subordinated Notes and any security or collateral that may have been or may in the future be  given in connection with other indebtedness of the Issuer shall not secure the payment  obligations under the Subordinated Notes.  (b) Additional Subordination under Relevant Rules: By purchasing the Subordinated Notes,  each Noteholder is deemed to agree and acknowledge that the Subordinated Notes will be  subordinated to the claims of all Senior Creditors on the terms and to the minimum extent  necessary under the Relevant Rules as in effect from time to time so as to permit the  Subordinated Notes to qualify as Tier 2 Capital.  (c) Set-off: By acceptance of the Subordinated Notes and subject to applicable law, each  Noteholder will be deemed to have waived any right of set-off or counterclaim that such  Noteholder might otherwise have against the Issuer in respect of or arising under the  Subordinated Notes whether prior to or in any Winding-Up of the Issuer. Notwithstanding the  preceding sentence, if any obligations owed by any Noteholder to the Issuer are discharged  by set-off of amounts in respect of or arising under the Subordinated Notes, such Noteholder  will immediately, unless prohibited by applicable law, pay an amount equal to the amount of  such discharge to the Issuer or, if applicable, the bankruptcy receiver or liquidator of the Issuer  and, until such time as payment is made, will hold a sum equal to such amount on trust for the  Issuer or, if applicable, the bankruptcy receiver or liquidator in the Issuer's Winding-Up.  Accordingly, such discharge will be deemed not to have taken place.  (d) No Insolvency. The Subordinated Notes do not contain any terms or conditions designed to  accelerate or induce the Issuer's insolvency or effect similar proceedings.  (e) Solvency Condition: Without prejudice to Condition 2(a) (Status and Subordination) above,  all payments under or arising from the Subordinated Notes shall be conditional upon the Issuer  being solvent at the time for payment by the Issuer, and no amount shall be payable under or  arising from the Subordinated Notes unless and until such time as the Issuer could make such  payment and still be solvent immediately thereafter (the "Solvency Condition").  





 






   32    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  For the purposes of this Condition 2(e) (Solvency Condition), the Issuer will be solvent if (i) it  is able to pay its debts owed to creditors other than Junior Creditors as they fall due and (ii) its  Assets exceed its Liabilities. Should the Issuer consider itself not solvent for the purpose of  this Condition 2(e) (Solvency Condition), it will have to produce a certificate as to the  insolvency of the Issuer signed by two Authorised Signatories or, if there is a Winding-Up or  administration of the Issuer, by two directors or authorised signatories of, the liquidator or, as  the case may be, the administrator of the Issuer shall be treated and accepted by the Issuer,  the Noteholders and all other interested parties as correct and sufficient evidence thereof and  (in the absence of manifest error or bad faith) shall be binding on all such persons.  3 REGISTER, TITLE AND TRANSFERS  (a) Register: The Registrar will maintain a register (the "Register") in respect of the Subordinated  Notes in accordance with the provisions of the Paying Agency Agreement. The Register shall  at all times be held outside of the United Kingdom. In these Conditions, the holder of a  Subordinated Note means the person in whose name such Subordinated Note is for the time  being registered in the Register (or, in the case of a joint holding, the first named thereof) and  "Noteholder" shall be construed accordingly. A certificate (each, a "Note Certificate") will be  issued to each Noteholder in respect of its registered holding. Each Note Certificate will be  numbered serially with an identifying number which will be recorded in the Register.  (b) Title: The Noteholder shall (except as otherwise required by law) be treated as the absolute  owner of such Subordinated Note for all purposes (whether or not it is overdue and regardless  of any notice of ownership, trust or any other interest therein, any writing on the Note Certificate  relating thereto (other than the endorsed form of transfer) or any notice of any previous loss  or theft of such Note Certificate) and no person shall be liable for so treating such Noteholder.  No person shall have any right to enforce any term or condition of the Subordinated Notes  under the Contracts (Rights of Third Parties) Act 1999 (of England and Wales) or under the  Contracts (Rights of Third Parties) Act 2016 (of Bermuda) but this shall not affect any right or  remedy which exists or is available apart from such Acts.  (c) Transfers: Subject to paragraphs (f) (Closed periods) and (g) (Regulations concerning  transfers and registration) below, a Subordinated Note may be transferred upon surrender of  the relevant Note Certificate, with the endorsed form of transfer duly completed, at the  Specified Office of the Registrar or any Transfer Agent, together with such evidence as the  Registrar or (as the case may be) such Transfer Agent may reasonably require to prove the  title of the transferor and the authority of the individuals who have executed the form of  transfer; provided, however, that a Subordinated Note may not be transferred unless: (i) the  principal amount of Subordinated Notes transferred and (where not all of the Subordinated  Notes held by a Noteholder are being transferred) the principal amount of the balance of  Subordinated Notes not transferred are Authorised Denominations; and (ii) the transferee of  such Subordinated Note is a Qualified Investor. Where not all the Subordinated Notes  represented by the surrendered Note Certificate are the subject of the transfer, a new Note  Certificate in respect of the balance of the Subordinated Notes will be issued to the transferor.  Transfers of interests in the Subordinated Notes evidenced by the Global Certificate will be  effected in accordance with the rules of Euroclear and Clearstream, Luxembourg.  (d) Registration and delivery of Note Certificates: Within five business days of the surrender  of a Note Certificate in accordance with paragraph (c) (Transfers) above, the Registrar will  register the transfer in question and deliver a new Note Certificate of a like principal amount  to the Subordinated Notes transferred to each relevant Noteholder at its Specified Office or  (as the case may be) the Specified Office of any Transfer Agent or (at the request and risk of  any such relevant Noteholder) by uninsured first class mail (airmail if overseas) to the address  specified for the purpose by such relevant Noteholder. In this paragraph, "business day"  means a day on which commercial banks are open for general business (including dealings in  foreign currencies) in the city where the Registrar or (as the case may be) the relevant Transfer  Agent has its Specified Office.  (e) No charge: The transfer of a Subordinated Note will be effected without charge by or on behalf  of the Issuer, the Registrar or any Transfer Agent but against such indemnity as the Registrar  or (as the case may be) such Transfer Agent may require in respect of any tax or other duty  of whatsoever nature which may be levied or imposed in connection with such transfer.  





 






   33    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  (f) Closed periods: Noteholders may not require transfers to be registered during the period of  15 days ending on the due date for any payment of principal or interest in respect of the  Subordinated Notes.  (g) Regulations concerning transfers and registration: All transfers of Subordinated Notes and  entries on the Register are subject to the detailed regulations concerning the transfer of  Subordinated Notes scheduled to the Paying Agency Agreement. The regulations may be  changed by the Issuer with the prior written approval of the Registrar. A copy of the current  regulations will be mailed (free of charge) by the Registrar to any Noteholder who requests in  writing a copy of such regulations.  4 INTEREST  (a) Interest: The Subordinated Notes bear interest from the Issue Date. Subject to Condition 2(e)  (Solvency Condition) and Condition 5 (Deferral of Interest), interest shall be payable on 5  January, 5 April, 5 July and 5 October in each year (each, an "Interest Payment Date") in  accordance with Condition 8 (Payments); provided, however, that if any Interest Payment Date  would otherwise fall on a date which is not a Business Day, it will be postponed to the next  Business Day unless it would thereby fall into the next calendar month, in which case it will be  brought forward to the preceding Business Day; provided, further, that the first Interest  Payment Date shall be the earliest date falling on 5 January, 5 April, 5 July and 5 October  following the Issue Date (the "First Interest Payment Date"). Each period beginning on (and  including) the Issue Date or any Interest Payment Date and ending on (but excluding) the next  Interest Payment Date is herein called an "Interest Period".  (b) Interest Accrual: Each Subordinated Note will cease to bear interest from the due date for  redemption (which due date shall, in the case of deferral of a redemption date in accordance  with Condition 6(b) (Deferral of redemption date), be the latest date to which redemption of the  Subordinated Notes is so deferred) unless, upon due presentation, payment of principal is  improperly withheld or refused, in which case it will continue to bear interest in accordance  with this Condition 4 (Interest) (both before and after judgment) until whichever is the earlier  of (a) the day on which all sums due in respect of such Subordinated Note up to that day are  received by or on behalf of the relevant Noteholder and (b) the day which is seven days after  the Fiscal Agent has notified the Noteholders that it has received all sums due in respect of  the Subordinated Notes up to such seventh day (except to the extent that there is any  subsequent default in payment).  (c) Rate of Interest: The rate of interest applicable to the Subordinated Notes (the "Rate of  Interest") will be determined by the Agent Bank on the following basis:  (i) subject to (ii) below, with respect to the Rate of Interest for each Interest Period, the  Agent Bank will determine the rate (the "Reference Rate") for deposits in euro for a  period equal to the relevant Interest Period which appears on the display page  designated EURIBOR01 on Reuters (or such other page as may replace that page on  that service, or such other service as may be nominated as the information vendor, for  the purpose of displaying comparable rates) as of 11.00 a.m. (Brussels time) on the  second Brussels Banking Day (as defined below) before the first day of the relevant  Interest Period (the "Interest Determination Date"), provided, however, that any such  Reference Rate, which would otherwise be negative, shall instead be zero;  and the Rate of Interest for such Interest Period shall be the sum of the Margin and of  the Reference Rate.  (ii) with respect to any period of time (including the first Interest Period), for which interest  is payable, that is shorter than a full quarterly Interest Period (i.e. a period that start on  any of 5 January, 5 April, 5 July and 5 October and ends on the immediately following  of 5 January, 5 April, 5 July and 5 October), the Reference Rate shall be calculated by  the Agent Bank by linear interpolation as if the periods above were Interest Periods and  by reference to two rates which appear on the display page designated EURIBOR01 on  Reuters (or such other page as may replace that page on that service, or such other  service as may be nominated as the information vendor, for the purpose of displaying  comparable rates) (the "Relevant Screen Page") as of the Interest Determination Date  where:  





 






   34    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  (X) one Reference Rate shall be determined as if the relevant Interest Period  were the period of time for which rates are available next shorter than the  length of the relevant Interest Period; and  (Y) the other Reference Rate shall be determined as if the relevant Interest Period  were the period of time for which rates are available next longer than the  length of the relevant Interest Period,  provided, however, that any such Reference Rate, which would otherwise be negative,  shall instead be zero, and the Rate of Interest for such Interest Period shall be the sum  of the applicable Margin and of the Reference Rate;  (iii) if such Reference Rate does not appear on the Relevant Screen Page, the Agent Bank  will:  (A) request the principal Euro-zone office of each of four major banks selected by the  Issuer in the Euro interbank market to provide a quotation of the Reference Rate  at which deposits in euro are offered by it in the euro interbank market at  approximately 11.00 a.m. (Brussels time) on the Interest Determination Date to  prime banks in the euro interbank market for a period equal to the relevant  Interest Period and in an amount that is representative for a single transaction of  a comparable size in that market at that time; and  (B) determine the arithmetic mean (rounded, if necessary, to the nearest one  hundred-thousandth of a percentage point, 0.000005 being rounded upwards) of  such quotations, provided, however, that such arithmetic mean shall not be less  than zero;  and the Rate of Interest for such Interest Period shall be the sum of such  arithmetic mean and the applicable Margin;  (iv) if fewer than two such quotations are provided as requested, the Agent Bank will  determine the arithmetic mean (rounded, if necessary, as aforesaid) of the Reference  Rates (the "Average Reference Rate") quoted by major banks in the Euro-zone,  selected by the Issuer, at approximately 11.00 a.m. (Brussels time) on the first day of  the relevant Interest Period for loans in euro to leading European banks for a period  equal to the relevant Interest Period and in an amount that is representative for a single  transaction in that market at that time, provided, however, that such arithmetic mean  shall not be less than zero, and the Rate of Interest for such Interest Period shall be the  sum of the applicable Margin and the Average Reference Rate;  (v) if the Agent Bank is unable to determine a rate or (as the case may be) an arithmetic  mean in accordance with Condition 4(c)(iii) or Condition 4(c)(iv) in relation to any  Interest Period, the Rate of Interest applicable to the Subordinated Notes during such  Interest Period will be the sum of the applicable Margin and the rate (or, as the case  may be, the arithmetic mean) last determined in relation to the Subordinated Notes in  respect of a preceding Interest Period;  (vi) if notwithstanding the provisions of Condition 4(c)(iii), the Issuer (in consultation with the  Agent Bank) determines that a Benchmark Event has occurred then the following  provisions shall apply:  (A)  the Issuer shall use its reasonable endeavours to appoint an Independent  Adviser, as soon as is reasonably practicable, to determine:  (1) a Successor Reference Rate; or  (2) if the Independent Adviser determines that there is no Successor  Reference Rate, an Alternative Reference Rate,  and, in each case, an Adjustment Spread (if any) (in any such case, acting in good  faith and in a commercially reasonable manner) no later than 5 (five) Business  Days prior to the Interest Determination Date relating to the next Interest Period  (the "IA Determination Cut-off Date") for the purposes of determining the Rate  of Interest applicable to the Subordinated Notes for such next Interest Period and  





 






   35    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  for all other future Interest Periods (subject to the subsequent operation of this  Condition 4(c)(vi) during any other future Interest Period(s));  (B) if a Successor Reference Rate or, failing which, an Alternative Reference Rate  (as applicable) is determined by the Independent Adviser in accordance with this  Condition 4(c)(vi):  (1) such Successor Reference Rate or Alternative Reference Rate (as  applicable) shall be the rate for all future Interest Periods (subject to the  subsequent operation of, and adjustment as provided in, this Condition  4(c)(vi));  (2) if the Independent Adviser:  1) determines that an Adjustment Spread is required to be  applied to such Successor Reference Rate or Alternative  Reference Rate (as applicable) and determines the quantum  of, or a formula or methodology for determining, such  Adjustment Spread, then such Adjustment Spread shall be  applied to such Successor Reference Rate or Alternative  Reference Rate (as applicable) for all future Interest Periods  (subject to the subsequent operation of, and adjustment as  provided in, this Condition 4(c)(vi)); or  2) is unable to determine the quantum of, or a formula or  methodology for determining, an Adjustment Spread, then  such Successor Reference Rate or Alternative Reference  Rate (as applicable) will apply without an Adjustment Spread  for all future Interest Periods (subject to the subsequent  operation of, and adjustment as provided in, this Condition  4(c)(vi)); and  (3) the Issuer (acting in good faith and in a commercially reasonable  manner) may in consultation with the Independent Adviser and the  Agent Bank, specify:  1) changes to these Conditions or the Paying Agency  Agreement in order to follow market practice in relation to  such Successor Reference Rate or Alternative Reference  Rate (as applicable); and  2) any other changes which the Issuer (acting in good faith and  in a commercially reasonable manner) determines are  reasonably necessary to ensure the proper operation and  comparability to the Original Reference Rate of such  Successor Reference Rate or Alternative Reference Rate (as  applicable),  which changes shall apply to the Subordinated Notes for all future  Interest Periods (subject to the subsequent operation of this Condition  4(c)(vi)); and  (4) promptly following the determination of (i) any Successor Reference  Rate or Alternative Reference Rate (as applicable) and (ii) if applicable,  any Adjustment Spread, the Issuer shall give notice thereof and of any  changes (and the effective date thereof) pursuant to this Condition  4(c)(vi) to each of the Paying Agents and the Noteholders as soon as  possible after their determination in accordance with Condition 15  (Notices).  If the Independent Adviser cannot select a Successor Reference Rate  or an Alternative Reference Rate prior to the IA Determination Cut-off  Date in accordance with this Condition 4(c)(vi), the Rate of Interest shall  be determined as at the last preceding Interest Determination Date.  





 






   36    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  For the avoidance of doubt, the Successor Reference Rate (after  application, if applicable, of the Adjustment Spread) and Alternative  Reference Rate (after application, if applicable, of the Adjustment  Spread) cannot be negative.  An Independent Adviser appointed pursuant to this Condition 4(c)(vi)  shall act in good faith and in a commercially reasonable manner as an  expert and in consultation with the Issuer. In the absence of fraud,  negligence or wilful default, the Independent Adviser shall have no  liability whatsoever to the Issuer, the Paying Agents, or the Noteholders  for any determination made by it pursuant to this Condition 4(c)(vi).  For the purpose of this Condition 4(c)(vi), the Rate of Interest for such  Interest Period shall be the sum of the applicable Margin and (as the  case may be):  - either the Successor Reference Rate (after application, if  applicable, of the Adjustment Spread);  - or the Alternative Reference Rate (after application, if  applicable, of the Adjustment Spread).  (d) Calculation of Interest Amount: The Agent Bank will, as soon as practicable after the Interest  Determination Date in relation to each Interest Period, calculate the amount of interest (the  "Interest Amount") payable in respect of each Subordinated Note for such Interest Period.  The Interest Amount will be calculated by applying the Rate of Interest for such Interest Period  to the Calculation Amount, multiplying the product by the actual number of days in such  Interest Period divided by 360, rounding the resulting figure to the nearest cent (half a cent  being rounded upwards) and multiplying such rounded figure by a fraction equal to the  Authorised Denomination of such Subordinated Note divided by the Calculation Amount.  (e) Publication: The Agent Bank will cause each Rate of Interest and Interest Amount determined  by it, together with the relevant Interest Payment Date, to be notified to the other Agents and  any quotation system (if any) as soon as practicable after such determination but in any event  not later than the first day of the relevant Interest Period. Notice thereof shall also promptly be  given to the Noteholders. The Agent Bank will be entitled to recalculate any Interest Amount  (on the basis of the foregoing provisions) without notice in the event of an extension or  shortening of the relevant Interest Period. If the Calculation Amount is less than the Authorised  Denomination, the Agent Bank shall not be obliged to publish each Interest Amount but instead  may publish only the Calculation Amount and the Interest Amount in respect of a Subordinated  Note having the minimum Authorised Denomination.  (f) Notifications etc.: All notifications, opinions, determinations, certificates, calculations,  quotations and decisions given, expressed, made or obtained for the purposes of this  Condition by the Agent Bank will (in the absence of wilful default, fraud or manifest error) be  binding on the Issuer, the Agents and the Noteholders and (subject as aforesaid) no liability to  any such person will attach to the Agent Bank in connection with the exercise or non-exercise  by it of its powers, duties and discretions for such purposes.  (g) Calculation Amount: Interest shall be calculated per €1000 in principal amount of the  Subordinated Notes (the "Calculation Amount").  5 DEFERRAL OF INTEREST  (a) Regulatory Deficiency Deferral of Interest:  (i) Subject to Condition 5(a)(ii), payment of interest on the Subordinated Notes by the  Issuer will be mandatorily deferred on each Regulatory Deficiency Interest Deferral  Date.  (ii) Any deferral under Condition 5(a)(i) shall be of all (and not less than all) of the Interest  Amount accrued on the Subordinated Notes and due and payable as of such Regulatory  Deficiency Interest Deferral Date.  





 






   37    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  (iii) The Issuer shall notify the Noteholders and the Fiscal Agent of any Regulatory  Deficiency Interest Deferral Date in accordance with Condition 5(e) (Notice of Deferral).  A certificate signed by two Authorised Signatories confirming that:  (A) a Regulatory Deficiency Interest Deferral Event has occurred and is continuing,  or would occur if payment of interest on the Subordinated Notes were to be made;  or  (B) a Regulatory Deficiency Interest Deferral Event has ceased to occur and/or  payment of interest on the Subordinated Notes would not result in a Regulatory  Deficiency Interest Deferral Event occurring,  shall be treated and accepted by the Issuer, the Noteholders and all other interested  parties as correct and sufficient evidence thereof, and (in the absence of manifest error  or bad faith) shall be binding on all such persons.  (b) No default: Notwithstanding any other provision in these Conditions the deferral by the Issuer  of any payment of interest in accordance with Condition 2(e) (Solvency Condition) or Condition  5(a) (Regulatory Deficiency Deferral of Interest) will not constitute a default by the Issuer and  will not give Noteholders any right to accelerate repayment of the Subordinated Notes or take  any enforcement action under the Subordinated Notes.  (c) Arrears of Interest and Additional Interest Amounts: Any interest on the Subordinated  Notes not paid on an Interest Payment Date as a result of the obligation of the Issuer to defer  such payment of interest pursuant to Condition 5(a) (Regulatory Deficiency Deferral of  Interest) or due to the operation of the Solvency Condition contained in Condition 2(e)  (Solvency Condition) shall (without double counting), to the extent and so long as the same  remains unpaid, constitute "Arrears of Interest".  Each amount of Arrears of Interest shall bear interest (as if it constituted the principal of the  Subordinated Notes) at the Rate of Interest from time to time applicable to the Subordinated  Notes (an "Additional Interest Amount"). Any Additional Interest Amounts which are not paid  on the Interest Payment Date at the end of the applicable Interest Period shall become Arrears  of Interest and bear interest accordingly.  (d) Payment of Arrears of Interest and Additional Interest Amounts: Any Arrears of Interest  and Additional Interest Amounts may (subject to Condition 2(e) (Solvency Condition) and, to  the extent required, the satisfaction of the Regulatory Clearance Condition) be paid by the  Issuer in whole or in part at any time upon the expiry of not less than 14 days' notice to such  effect given by the Issuer to the Fiscal Agent and the Noteholders in accordance with Condition  15 (Notices) and in any event will become due and payable by the Issuer in whole (and not in  part) upon the earliest of the following dates:  (i) the next Interest Payment Date which is not a Regulatory Deficiency Interest Deferral  Date;  (ii) the date on which the Issuer pays any dividend or other distribution on any shares in its  capital;  (iii) the date on which the Issuer makes a payment of interest on, or redeems purchases,  cancels, reduces or acquires, any Junior Securities or Parity Securities (save where the  Issuer is not able to defer, pass or eliminate the relevant payment or other obligation in  accordance with the terms of the relevant Junior Securities or Parity Securities);  (iv) the date on which the Winding-Up of the Issuer occurs; or  (v) the date fixed for any redemption of the Subordinated Notes pursuant to Condition 6  (Redemption, Purchase and Cancellation) (subject to any deferral of such redemption  date pursuant to Condition 6(b) (Deferral of redemption date)) or Condition 11 (Default  and remedies on default).  (e) Notice of Deferral: The Issuer shall notify the Fiscal Agent and the Noteholders in writing in  accordance with Condition 15 (Notices) not less than 5 Business Days prior to the relevant  Interest Payment Date:  





 






   38    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  (i) in the case of a deferral due to the operation of the Solvency Condition contained in  Condition 2(e) (Solvency Condition), specifying that interest will not be paid because of  the operation of such Solvency Condition; or  (ii) in the case of Condition 5(a) (Regulatory Deficiency Deferral of Interest), specifying that  interest will not be paid because a Regulatory Deficiency Interest Deferral Event has  occurred and is continuing or would occur if payment of interest was made on such  Interest Payment Date, provided, however, that if the Issuer becomes aware of the  operation of the Solvency Condition or a Regulatory Deficiency Interest Deferral Event  occurs, less than 5 Business Days prior to an Interest Payment Date the Issuer shall  give notice of the interest deferral in accordance with Condition 15 (Notices) as soon as  reasonably practicable following its becoming aware of, or the occurrence of, such  event.  6 REDEMPTION, PURCHASE AND CANCELLATION  (a) Scheduled redemption: Subject to Conditions 2(e) (Solvency Condition), 6(b) (Deferral of  redemption date) and 6(i) (Preconditions to redemption and purchases), unless previously  redeemed, or purchased and cancelled, the Subordinated Notes will be redeemed at their  principal amount on the Maturity Date together with any Arrears of Interest (together with all  corresponding Additional Interest Amounts) and any other accrued and unpaid interest to (but  excluding) the Maturity Date in accordance with the terms of Condition 8 (Payments).  (b) Deferral of redemption date:  (i) Subject to Condition 6(b)(ii), no Subordinated Notes shall be redeemed:  (A)  on or after the Maturity Date pursuant to Condition 6(a) (Scheduled redemption);  or  (B)  prior to the Maturity Date pursuant to Condition 6(c) (Redemption for tax reasons)  or Condition 6(d) (Redemption upon the occurrence of a Capital Event) or  Condition 6(e) (Redemption at the option of the Issuer);  if Condition 2(e) (Solvency Condition) is not satisfied or if a Regulatory Deficiency  Redemption Deferral Event has occurred and is continuing or would occur if redemption  is made pursuant to this Condition 6 (Redemption, Purchase and Cancellation).  (ii) Deferral under Condition 6(b)(i) (Deferral of redemption date) shall be limited to the  proportion of the amounts due and payable which would cause a Regulatory Deficiency  Redemption Deferral Event to occur and be continuing. In the event that a partial  payment is made pursuant to this Condition 6(b)(ii), any partial payments shall be  applied pro rata in respect of the Subordinated Notes.  (iii) The Issuer shall notify the Fiscal Agent and the Noteholders in accordance with  Condition 15 (Notices) no later than 5 Business Days prior to any date set for redemption  of the Subordinated Notes if such redemption is to be deferred in accordance with this  Condition 6(b) (Deferral of redemption date) provided, however, that if the Issuer  becomes aware of the operation of the Solvency Condition or a Regulatory Deficiency  Interest Deferral Event occurs less than 5 Business Days prior to an Interest Payment  Date, the Issuer shall give notice of the interest deferral in accordance with Condition  15 (Notices) as soon as reasonably practicable following its becoming aware of, or the  occurrence of, such event.  (iv) If redemption of the Subordinated Notes does not occur on the Maturity Date, or, if  applicable, the date specified in the notice of redemption by the Issuer under Condition  6(c) (Redemption for tax reasons) or Condition 6(d) (Redemption upon the occurrence  of a Capital Event), as a result of Condition 6(b)(i) (Deferral of redemption date), the  Issuer shall (subject to satisfaction of the Regulatory Clearance Condition and, in the  case of (A) and (B) below only, Condition 2(e) (Solvency Condition)) redeem such  Subordinated Notes at their principal amount together with any Arrears of Interest  (together with all corresponding Additional Interest Amounts) and any other accrued and  unpaid interest upon the earliest of:  





 






   39    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  (A)  (in case of a failure to redeem the Subordinated Notes due to the operation of  Condition 6(b)(i) (Deferral of redemption date) only) the date falling 10 Business  Days after the date the Regulatory Deficiency Redemption Deferral Event has  ceased (unless on such 10th Business Day a further Regulatory Deficiency  Redemption Deferral Event has occurred and is continuing or redemption of the  Subordinated Notes on such date would result in a Regulatory Deficiency  Redemption Deferral Event occurring, in which case the provisions of Condition  6(b)(i) (Deferral of redemption date) and this Condition 6(b)(iv) will apply mutatis  mutandis to determine the due date for redemption of the Subordinated Notes);  or  (B)  the date falling 10 Business Days after the BMA has agreed to the repayment or  redemption of the Subordinated Notes; or  (C)  the date on which a Winding-Up occurs.  If Condition 6(b)(i) (Deferral of redemption date) does not apply, but redemption of the  Subordinated Notes does not occur on the Maturity Date or, if applicable, the date  specified in the notice of redemption by the Issuer under Condition 6(c) (Redemption  for tax reasons) or Condition 6(d) (Redemption upon the occurrence of a Capital Event),  as a result of the Solvency Condition not being satisfied at such time and immediately  after such payment, the Issuer shall (subject to the satisfaction of the Regulatory  Clearance Condition), redeem such Subordinated Notes at their principal amount  together with any Arrears of Interest (together with all corresponding Additional Interest  Amounts) and any other accrued and unpaid interest on the date falling 10 Business  Days immediately following the day that (i) the issuer is solvent for the purposes of  Condition 2(e) (Solvency Condition) and (ii) redemption of the Subordinated Notes  would not result in the Issuer ceasing to be solvent for the purposes of Condition 2(e)  (Solvency Condition); provided that if on such Business Day specified for redemption a  Regulatory Deficiency Redemption Deferral Event has occurred and is continuing, or  would occur if the Subordinated Notes were to be redeemed, or if the Solvency  Condition would not be satisfied on such date and immediately after the redemption,  then the Subordinated Notes shall not be redeemed on such date and Condition 2(e)  (Solvency Condition) and Condition 6(b)(i) (Deferral of redemption date) will apply  mutatis mutandis to determine the date of redemption of the Subordinated Notes.  (v) A certificate signed by two Authorised Signatories confirming that (A) a Regulatory  Deficiency Redemption Deferral Event has occurred and is continuing, or would occur  if redemption of the Subordinated Notes were to be made or (B) a Regulatory Deficiency  Redemption Deferral Event has ceased to occur and/or redemption of the Subordinated  Notes would not result in a Regulatory Deficiency Redemption Deferral Event occurring,  shall be treated and accepted by the Issuer, the Noteholders and all other interested  parties as correct and sufficient evidence thereof and (in the absence of manifest error  or bad faith) shall be binding on all such persons.  (vi) Notwithstanding any other provision in these Conditions, the deferral of redemption of  the Subordinated Notes in accordance with Condition 2(e) (Solvency Condition) or this  Condition 6(b) (Deferral of redemption date) will not constitute a default by the Issuer  and will not give Noteholders any right to accelerate the Subordinated Notes or take any  enforcement action under the Subordinated Notes.  (c) Redemption for tax reasons: Subject to Condition 2(e) (Solvency Condition), Condition  6(b)(i) (Deferral of redemption date) and Condition 6(i) (Preconditions to redemption and  purchase) below, the Subordinated Notes may be redeemed at the option of the Issuer in  whole, but not in part, on any Interest Payment Date after the fifth (5th) anniversary of the Issue  Date (unless such redemption or purchase (i) is to be financed out of the proceeds of an  issuance of securities that qualify as either Tier 2 Capital or Tier 1 Capital and (ii) has been  approved by the BMA, in which case the Subordinated Notes may be redeemed at the Issuer's  option prior to such fifth (5th) anniversary), on giving not less than 15 nor more than 60 days'  notice to the Noteholders (which notice shall be irrevocable) at their outstanding principal  amounts (together with any Arrears of Interest, Additional Interest Amounts and any other  accrued but unpaid interest to (but excluding) the date fixed for redemption), if:  (A) immediately before the giving of such notice, the Issuer receives an opinion of  external counsel in Bermuda experienced in such matters that the Issuer:  





 






   40    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  (1) has or will become obliged to pay additional amounts as described  under Condition 9 (Taxation); or  (2) would not be entitled to claim a deduction in computing taxation  liabilities (and provided such taxation liabilities exist) in Bermuda in  respect of any payment of interest to be made on the next Interest  Payment Date or the value of such deduction to the Issuer would be  reduced;  (B)  in each case as a result of any change in, or amendment to, the laws or  regulations of Bermuda or any authority therein or thereof having power to tax, or  any change in the application or official interpretation of such laws or regulations,  including a decision of any court or tribunal, which change or amendment  becomes effective on or after the Issue Date; and  (C)  such obligation or loss of entitlement, as the case may be, cannot be avoided by  the Issuer taking reasonable measures available to it,  (any such early redemption events (A), (B) and (C) under this Condition 6(c) (Redemption for  tax reasons), a "Tax Event");  provided that (in the case of (A)(2) above) no such notice of redemption shall be given earlier  than 90 days prior to the earliest date on which the Issuer would not be entitled to claim a  deduction in computing taxation liabilities (and provided such taxation liabilities exist) in  Bermuda in respect of any payment of interest to be made on the next Interest Payment Date  or the value of such deduction to the Issuer would be reduced were a payment in respect of  the Subordinated Notes then due.  (d) Redemption upon the occurrence of a Capital Event: Subject to Condition 2(e) (Solvency  Condition), Condition 6(b) (Deferral of redemption date) and Condition 6(i) (Preconditions to  redemption and purchase) below, if a Capital Event occurs, the Subordinated Notes may be  redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date  after the fifth (5th) anniversary of the Issue Date (unless such redemption or purchase (i) is to  be financed out of the proceeds of an issuance of securities that qualify as either Tier 2 Capital  or Tier 1 Capital and (ii) has been approved by the BMA, in which case the Subordinated Notes  may be redeemed at the Issuer's option prior to such fifth (5th) anniversary), at their outstanding  principal amounts (together with any Arrears of Interest, Additional Interest Amounts and any  other accrued but unpaid interest to (but excluding) the date fixed for redemption); provided  that the Issuer provides not less than 15 days' nor more than 60 days' prior notice to the Fiscal  Agent and the Noteholders in accordance with Condition 15 (Notices) (such notice being  irrevocable) specifying the date fixed for such redemption.  (e) Redemption at the option of the Issuer: Subject to Condition 2(e) (Solvency Condition) and  Condition 6(i) (Preconditions to redemption and purchase) below, the Subordinated Notes may  be redeemed on the First Call Date or on any Interest Payment Date thereafter, at the option  of the Issuer, in whole or in part, at their outstanding principal amounts (together with any  Arrears of Interest, Additional Interest Amounts and any other accrued but unpaid interest to  (but excluding) the date fixed for redemption); provided that the Issuer provides not less than  15 days' nor more than 60 days' prior notice to the Fiscal Agent and the Noteholders in  accordance with Condition 15 (Notices) specifying the date fixed for such redemption. Subject  to Conditions 8(a) and 8(b), upon the expiry of such notice, the Issuer shall redeem the  Subordinated Notes. Any such notice of redemption may, in the Issuer's sole discretion, be  subject to one or more conditions precedent, including, but not limited to, the completion of an  equity offering, financing or other corporate transaction. Additionally, if such redemption or  notice is subject to the satisfaction of one or more conditions precedent, such notice shall state  that, in the Issuer's sole discretion, the redemption date may be postponed by up to 60 days  following the notice of redemption, and such notice may be rescinded in the event that any or  all such conditions shall not have been satisfied by the redemption date (including as it may  be postponed). The Issuer shall notify the Fiscal Agent, the Lead Arranger and the Noteholders  at least two Business Days prior to the redemption date if any such redemption has been  rescinded or delayed. For the avoidance of doubt, in the event of any such postponement of  the redemption date, any calculation of or determination concerning the redemption price that  depends on the redemption date (including the amount of accrued and unpaid interest on the  relevant Subordinated Notes to, but excluding, the redemption date) shall be made by  reference to the redemption as so postponed.  





 






   41    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  (f) No other redemption: The Issuer shall not be entitled to redeem the Subordinated Notes  otherwise than as provided in Condition 6(a) (Scheduled redemption), Condition 6(b) (Deferral  of redemption date), Condition 6(c) (Redemption for tax reasons), Condition 6(d) (Redemption  upon the occurrence of a Capital Event) and Condition 6(e) (Redemption at the option of the  Issuer).  (g) Purchase: Subject to Condition 2(e) (Solvency Condition) and Condition 6(i) (Preconditions  to redemption and purchases), the Issuer may at any time purchase Subordinated Notes in  the open market or otherwise and at any price. All Subordinated Notes purchased by or on  behalf of the Issuer may be held, reissued, resold or, at the option of the Issuer and the relevant  purchaser, surrendered for cancellation to the Fiscal Agent.  (h) Cancellation: All Subordinated Notes redeemed by the Issuer pursuant to this Condition 6,  and all Subordinated Notes purchased and surrendered for cancellation pursuant to Condition  6(g) (Purchase), will forthwith be cancelled. Any such Subordinated Notes so surrendered for  cancellation may not be reissued or resold and the obligations of the Issuer in respect of any  such Subordinated Notes shall be discharged.  (i) Preconditions to redemption and purchases:  (i) Prior to the publication of any notice of redemption or any purchase of the Subordinated  Notes, the Issuer will be required to have complied with the Regulatory Clearance  Condition and be in continued compliance with both the Enhanced Capital Requirement  and with the Relevant Rules.  (ii) The Issuer shall not redeem any Subordinated Notes or purchase any Subordinated  Notes (i) unless at the time of such redemption or purchase it is in compliance with both  the Enhanced Capital Requirement and with the Relevant Rules, (ii) where such  redemption or purchase would cause a breach of the Enhanced Capital Requirement  and (iii) prior to the fifth anniversary of the Issue Date, unless such redemption or  purchase is to be financed out of the proceeds of an issuance of securities that qualify  as either Tier 2 Capital or Tier 1 Capital.  (iii) A certificate signed by two Authorised Signatories confirming such compliance shall be  treated and accepted by the Issuer, the Noteholders and all other interested parties as  correct and sufficient evidence thereof and (in the absence of manifest error or bad faith)  shall be binding on all such persons.  7 VARIATION AND SUBSTITUTION  If a Capital Event or a Tax Event occurs, the Issuer may, at its sole option, as an alternative to  redemption of the Subordinated Notes, at any time, without the consent of any Noteholder, vary any  term or condition of the Subordinated Notes or substitute all (but not less than all) of the Subordinated  Notes for other notes, so that the varied Subordinated Notes or the substituted notes, as the case  may be, constitute Qualifying Equivalent Securities.  The principal amount of the Qualifying Equivalent Securities to be received by Noteholders in  substitution shall be equal to the principal amount of the Subordinated Notes.  Any variation or substitution of the Subordinated Notes is subject to no more than 60 nor less than  30 calendar days' prior notice by the Issuer to the Fiscal Agent, the Lead Arranger and the  Noteholders (which notice shall be irrevocable and shall specify the date fixed for such variation or  substitution) in accordance with the notice provisions governing the Subordinated Notes and to:  (a) the Issuer being in compliance with the Relevant Rules on the date of such variation or  substitution (after giving effect to such variation or substitution), and such variation or  substitution not resulting directly or indirectly in a breach of the Relevant Rules;  (b) in respect of substitution only, all payments of interest, including Arrears of Interest, and any  other amount payable under the Subordinated Notes that, in each case, has accrued to  Noteholders and has not been paid, being satisfied in full on or prior to the date of such  variation or substitution; and  





 






   42    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  (c) immediately after the substitution or variation, the Issuer not triggering its right to redeem the  Subordinated Notes pursuant to provisions of Conditions 6(c) and 6(d).  The Issuer shall deliver to the Fiscal Agent on the date fixed for any such variation or substitution (i)  a certificate signed by two Authorised Signatories stating that the provisions of this Condition 7 have  been complied with and (ii) a legal opinion from an Independent Adviser standing to the effect that  the varied Subordinated Notes or the substituted Subordinated Notes constitute Qualifying  Equivalent Securities.  8 PAYMENTS  (a) Principal: Payments of principal shall be made by transfer to a euro-denominated account  maintained by the payee and notified to the Issuer and (in the case of redemption) upon  surrender (or, in the case of part payment only, endorsement) of the relevant Note Certificates  at the Specified Office of any Paying Agent.  (b) Interest: Payments of interest (including, without limitation, Arrears of Interest and Additional  Interest Amounts) shall be made by transfer to a euro-denominated account maintained by the  payee and notified to the Issuer and (in the case of interest (including, without limitation,  Arrears of Interest and Additional Interest Amounts) payable on redemption) upon surrender  (or, in the case of part payment only, endorsement) of the relevant Note Certificates at the  Specified Office of any Paying Agent.  (c) Payments subject to fiscal laws: Payments will be subject in all cases to any fiscal or other  laws and regulations applicable thereto in the place of payment, but without prejudice to the  provisions of Condition 9 (Taxation). No commissions or expenses shall be charged to the  Noteholders in respect of such payments.  (d) Payments on business days: If the due date for payment of any amount in respect of any  Subordinated Note is not a business day in the place of presentation (following any  modification in accordance with Condition 4(a) (Interest)), the Noteholder shall not be entitled  to payment in such place of the amount due until the next succeeding business day in such  place and shall not be entitled to any further interest or other payment in respect of any such  delay. In this Condition 8(d), "business day" means, in respect of any place of presentation,  any day on which banks are open for presentation and payment of bearer debt securities and  for dealings in foreign currencies in such place of presentation and, in the case of payment by  transfer to a euro-denominated account as referred to above, on which dealings in foreign  currencies may be carried on both in London and in such place of presentation.  (e) Partial payments: If the Fiscal Agent makes a partial payment in respect of any Subordinated  Note presented to it for payment, such Paying Agent will endorse thereon a statement  indicating the amount and the date of such payment.  (f) No commissions: No commissions or expenses shall be charged to the Noteholders in  respect of any payments made in accordance with this Condition 8.  (g) Record date: Each payment in respect of a Subordinated Note will be made to the person  shown as the Noteholder in the Register at the opening of business in the place of the  Registrar's Specified Office on the Clearing System Business Day immediately preceding the  due date for such payment.  (h) Agents: The names of the initial Paying Agents and their initial specified offices are set out at  the end of these Conditions. The Issuer reserves the right at any time to vary or terminate the  appointment of any Paying Agent or Agent Bank and to appoint a successor fiscal agent or  agent bank and additional or other paying agents, provided, however, that the Issuer will at all  times maintain a fiscal agent and agent bank.  Notice of any termination or appointment and of any changes in specified offices of any of the  Paying Agents or their Specified Offices will be given to the Noteholders promptly by the Issuer  in accordance with Condition 15 (Notices).  In acting under the Paying Agency Agreement and in connection with the Subordinated Notes,  the Paying Agents and the Agent Bank act solely as agents of the Issuer and do not assume  any obligations towards or relationship of agency or trust for or with any of the Noteholders.  





 






   43    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  So long as the Subordinated Notes are represented by the Global Certificate, each payment  in respect of the Global Certificate will be made to the person shown as the holder of such  Global Certificate in the Register at the close of business (of the relevant clearing system) on  the Clearing System Business Day before the due date for such payments, where "Clearing  System Business Day" means a weekday (Monday to Friday, inclusive) except 25 December  and 1 January.  9 TAXATION  All payments of principal and interest in respect of the Subordinated Notes by or on behalf of the  Issuer shall be made free and clear of, and without withholding or deduction for or on account of, any  present or future taxes, duties, assessments or governmental charges of whatever nature imposed,  levied, collected, withheld or assessed by or on behalf of Bermuda or any political subdivision thereof  or any authority therein or thereof having power to tax, unless the withholding or deduction of such  taxes, duties, assessments or governmental charges is required by law. In that event the Issuer shall  pay such additional amounts as will result in receipt by the Noteholders after such withholding or  deduction of such amounts as would have been received by them had no such withholding or  deduction been required, except that no such additional amounts shall be payable in respect of any  Subordinated Note:  (a) held by a Noteholder which is liable to such taxes, duties, assessments or governmental  charges in respect of such Subordinated Note by reason of its having some connection with  Bermuda other than the mere holding of the Subordinated Note;  (b) where the present or future taxes, duties or governmental charges of whatever nature  imposed, levied, collected, withheld or assessed are so imposed, levied, collected or withheld  outside Bermuda on the income or gains of the relevant Noteholder; or  (c) where (in the case of a payment of principal or interest on redemption) the relevant Note  Certificate is surrendered for payment more than 30 days after the Relevant Date except to  the extent that the relevant Noteholder would have been entitled to such additional amounts if  it had surrendered the relevant Note Certificate on the last day of such period of 30 days.  In these Conditions, "Relevant Date" means whichever is the later of (1) the date on which the  payment in question first becomes due and (2) if the full amount payable has not been received by  the Fiscal Agent on or prior to such due date, the date on which (the full amount having been so  received) notice to that effect has been given to the Noteholders.  Any reference in these Conditions to principal or interest shall be deemed to include any additional  amounts in respect of principal or interest (as the case may be) which may be payable under this  Condition 9.  If the Issuer becomes subject at any time to any taxing jurisdiction other than the Bermuda references  in these Conditions to Bermuda shall be construed as references to Bermuda and/or such other  jurisdiction.  The Issuer has been issued a tax assurance certificate by the Minister of Finance of Bermuda  pursuant to section 2 of the Exempted Undertakings Tax Protection Act 1996 (the "Tax Assurance")  which states that in the event of there being enacted in Bermuda any legislation imposing tax  computed on profits or income or computed on any capital asset, gain or appreciation, or any tax in  the nature of estate duty or inheritance tax, then the imposition of any tax described therein shall not  be applicable to the Issuer or to any of its operations or the shares, debentures or other obligations  of the Issuer, provided that such assurance will not prevent the application of any such tax or duty to  persons ordinarily resident in Bermuda or prevent any tax payable in accordance with the provisions  of the Land Tax Act 1967 or otherwise payable in relation to the land leased to the Issuer. The Tax  Assurance shall be in effect until 31 March 2035. The Issuer will not be required under the law of  Bermuda to make any deduction or withholding on account of tax from any payment it may make  under the Subordinated Notes.  10 PRESCRIPTION  Claims against the Issuer for payment in respect of the Subordinated Notes shall be prescribed and  become void unless made within 10 years (in the case of principal) or five years (in the case of  interest including, without limitation, Arrears of Interest and Additional Interest Amounts) from the  appropriate Relevant Date in respect of them.  





 






   44    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  11 DEFAULT AND REMEDIES ON DEFAULT  (a) Payment default: If the Issuer fails to meet any of its payment obligations on the date that  such payment obligations were due under the Subordinated Notes and such payment  obligations are not met within 30 days of the date that such payment obligations were due,  any Noteholder may, at its own discretion and without further notice, institute proceedings in  order to recover the amounts due from the Issuer to such Noteholder, provided, however, that  a Noteholder may not petition the Winding-Up of the Issuer or institute any other proceedings  seeking the same equivalent relief in respect of the Issuer. For the avoidance of doubt, no  amount shall be due from the Issuer in circumstances where payment of such amount is  deferred in accordance with Condition 2(e) (Solvency Condition), Condition 5(a) (Regulatory  Deficiency Deferral of Interest) or Condition 6(b) (Deferral of redemption date).  (b) Winding-Up: Upon the Winding-Up of the Issuer (or other equivalent proceedings), the  Subordinated Notes shall automatically become due and payable at their outstanding principal  amount together with interest (including Arrears of Interest and Additional Interest Amounts)  (if any) accrued to such date and the claim in respect thereof will be subject to the  subordination provided for in Condition 2. In addition, any other amounts in respect of the  Subordinated Notes (including any damages awarded for breach of any obligations under  these Conditions in respect of which the Solvency Condition was not satisfied on the date upon  which the same would otherwise have become due and payable ("Solvency Claims") will be  payable by the Issuer in a Winding-Up or administration of the Issuer, and the claim in respect  thereof will be subject to the subordination provided for in Condition 2. A Solvency Claim shall  not bear interest.  (c) Enforcement: Without prejudice to Condition 11(a) above, any Noteholder may institute such  proceedings or take such steps or actions against the Issuer as it may think fit to enforce any  obligation, term, condition or provision binding on the Issuer under the Subordinated Notes or  the Deed of Covenant, provided, however, that a Noteholder may not at any time file for the  Winding-Up of the Issuer and provided, further, that in no event shall the Issuer, by virtue of  the institution of any such proceedings or the taking of such steps or actions, be obliged to pay  any sum or sums (in cash or otherwise) sooner than the same would otherwise have been  payable by it.  (d) Extent of Noteholders' remedy: No remedy against the Issuer, other than as referred to in  this Condition 11, shall be available to the Noteholders, whether for the recovery of amounts  owing in respect of the Subordinated Notes or in respect of any breach by the Issuer of any of  its other obligations under or in respect of the Subordinated Notes.  12 UNDERTAKINGS OF THE ISSUER  The undertakings in this Condition 12 remain in force from the Issue Date for so long as any  Subordinated Note is outstanding.  (a) The Issuer undertakes to supply to the Noteholders:  (i) no later than 60 calendar days following the end of the preceding financial quarter, the  Issuer's and its Group's quarterly unaudited income statement and balance sheet, in  each case prepared in accordance with GAAP; and  (ii) no later than 120 calendar days following the end of the fiscal year, the Issuer's and its  Group's consolidated annual financial statements prepared in accordance with GAAP.  (b) The Issuer undertakes not to directly or indirectly:  (i) declare or pay any dividend on or in respect of its Capital Stock, or purchase, redeem,  retire or otherwise acquire for value any of its Capital Stock; or  (ii) make any payment or other distribution on any of its securities that rank junior to or pari  passu with the Subordinated Notes,  (all such payments and other actions under (i) and (ii), a "Restricted Payment"), unless, at  the time of, and after giving effect to, such Restricted Payment: (A) the Issuer is not and will  not be in breach of the Relevant Rules, the Enhanced Capital Requirement or any of the  





 






 





 






   46    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  18 DEFINED TERMS  In these Conditions:  "Additional Interest Amount" has the meaning given in Condition 5(c) (Arrears of Interest and  Additional Interest Amounts);  "Adjustment Spread" means a spread (which may be positive or negative) or formula or  methodology for calculating a spread, which is required to be applied to a Successor Reference Rate  or an Alternative Reference Rate (as applicable) in order to reduce or eliminate, to the extent  reasonably practicable in the circumstances, any economic prejudice or benefit (as applicable) to the  Noteholders as a result of the replacement of the Original Reference Rate with such Successor  Reference Rate or Alternative Reference Rate (as applicable) and is the spread, formula or  methodology which:  (a) in the case of a Successor Reference Rate, is formally recommended in relation to the  replacement of the Original Reference Rate with such Successor Reference Rate by any  Relevant Nominating Body; or  (b) in the case of a Successor Reference Rate for which no such recommendation has been made  or in the case of an Alternative Reference Rate, the Independent Adviser (in consultation with  the Issuer) determines is recognised or acknowledged as being in customary market usage in  international debt capital markets transactions which reference the Original Reference Rate,  where such rate has been replaced by such Successor Reference Rate or Alternative  Reference Rate (as applicable); or  (c) if no such customary market usage is recognised or acknowledged, the Independent Adviser  (in consultation with the Issuer) determines (acting in good faith and in a commercially  reasonable manner) to be appropriate;  "Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that  person or any other Subsidiary of that Holding Company;  "Alternative Reference Rate" means the rate which has replaced the Original Reference Rate in  customary market usage in the international debt capital markets for the purposes of determining  floating rates of interest in respect of notes denominated in euro. Should the Alternative Reference  Rate be negative, the Alternative Reference Rate shall be deemed to be equal to zero;  "Arrears of Interest" has the meaning given in Condition 5(c) (Arrears of Interest and Additional  Interest Amounts);  "Assets" means the unconsolidated gross assets of the Issuer as shown in the latest published  audited balance sheet of the Issuer, but adjusted for contingencies and subsequent events;  "Authorised Signatory" means any Director or other person authorised to bind the Issuer;  "Average Reference Rate" has the meaning given in Condition 4(c)(iv) (Rate of Interest);  "Benchmark Event" means:  (a) the Original Reference Rate has ceased to be published on the Relevant Screen Page as a  result of such benchmark ceasing to be calculated or administered; or  (b) a public statement by the administrator of the Original Reference Rate that it will, by a specified  date within the following 6 months, cease publishing such Original Reference Rate  permanently or indefinitely (in circumstances where no successor administrator has been  appointed that will continue publication of such Original Reference Rate); or  (c) a public statement by the supervisor of the administrator of the Original Reference Rate that  such Original Reference Rate has been or will be, by a specified date within the following 6  months, permanently or indefinitely discontinued; or  (d) a public statement by the supervisor of the administrator of the Original Reference Rate that  means that such Original Reference Rate will be prohibited from being used or that its use will  





 






   47    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  be subject to restrictions or adverse consequences, in each case by a specified date within  the following 6 months; or  (e) there has taken place a change in customary market practice in the international debt capital  markets applicable generally to floating rate notes denominated in euro (determined according  to factors including, but not limited, to public statements, opinions and publications of  industries bodies and organisations) that, in the view of the Issuer (acting in good faith and  commercially), such Original Reference Rate is no longer representative of an underlying  market or the methodology to calculate such Original Reference Rate has materially changed;  or  (f) it has or will on or prior to a specified date within the following 6 months become unlawful for  the Agent Bank or the Issuer to calculate any payments due to be made to the Noteholders  using the Original Reference Rate (including, without limitation, under the Benchmarks  Regulation, if applicable);  "Benchmarks Regulation" means Regulation (EU) No. 2016/1011 of the European Parliament and  of the Council of 8th June, 2016, as amended;  "BMA" means the Bermuda Monetary Authority (or any successor which carries on the role of  regulator of financial services companies generally in Bermuda;  "Brussels Banking Day" means a day on which commercial banks are open for general business  (including dealings in foreign exchange and foreign currency deposits) in Brussels;  "Business Day" means a day on which commercial banks and foreign exchange markets settle  payments and are open for general business (including dealings in foreign exchange and foreign  currency deposits) in London, Hamilton (Bermuda) and which is a TARGET2 Settlement Day;  provided, however, that, for the purpose of Condition 8(d) (Payments on business days), "business  day" shall have the meaning given in Condition 8(d), and provided, further, that, for the purpose of  Condition 3(d) (Registration and delivery of Note Certificates), "business day" shall have the meaning  given in Condition 3(d);  "Calculation Amount" has the meaning given in Condition 4(g) (Calculation Amount);  "Capital Event" means, at any time on or after the Issue Date, a change in the regulatory  classification of the Subordinated Notes that results or would be likely to result in the exclusion of the  Subordinated Notes in whole or, to the extent not prohibited by the Relevant Rules, in part, from the  Issuer's Tier 2 Capital other than where such exclusion is only as a result of any applicable limitation  on the amount of such capital;  "Capital Stock" means any and all shares (whether voting or non-voting, and including preferred  shares) in the equity of such person or entity;  "Clearing System Business Day" means a day on which the clearing system for which the  Subordinated Notes are being held is open for business;  "Clearstream, Luxembourg" means Clearstream Banking, SA;  "Directors" means the members of the board of directors of the Issuer from time to time;  "Dispute" has the meaning given in Condition 17 (Jurisdiction);  "Enhanced Capital Requirement" means the "enhanced capital requirement" as defined in the  Relevant Rules, applicable to the Issuer;  "Euro-zone" means the region comprised of member states of the European Union that adopt the  single currency in accordance with the Treaty establishing the European Community, as amended  by the Treaty on the European Union and the Treaty of Amsterdam;  "Euroclear" means Euroclear Bank S.A. / N.V;  "First Call Date" means the Interest Payment Date falling on or immediately after the tenth  anniversary of the Issue Date;  





 






   48    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  "First Interest Payment Date" has the meaning given in Condition 4(a) (Interest);  "GAAP" means the generally accepted accounting principles in the United Kingdom or the United  States, or such other generally accepted accounting principles as may be applicable to the Issuer  and/or its parent company from time to time;  "Group" means Ark Insurance Holdings Limited (or its successor) and its consolidated subsidiaries;   "Holding Company" means, in relation to a person, any other person in respect of which it is a  Subsidiary;  "Independent Adviser" means an independent financial institution of international repute or an  independent financial adviser with appropriate expertise appointed by the Issuer;  "Insurance Act" means the Bermuda Insurance Act 1978 and related regulations, as amended from  time to time;  "Interest Amount" has the meaning given to it in Condition 4(d) (Calculation of Interest Amount);  "Interest Determination Date" has the meaning given to it in Condition 4(c) (Rate of Interest);  "Interest Payment Date" has the meaning given in Condition 4(a) (Interest);  "Interest Period" means a period from (and including) one Interest Payment Date (or in the case of  the first Interest Period only, the Issue Date) up to (but excluding) the next following Interest Payment  Date;  "Issue Date" has the meaning given in Condition 1 (Form and Denomination);  "Junior Creditors" means creditors of the Issuer who are not Senior Creditors;  "Junior Securities" has the meaning given to it in Condition 2(a) (Status and Subordination);  "Lead Arranger" means ;  "Liabilities" means the unconsolidated gross liabilities of the Issuer, as shown in the latest published  audited balance sheet of the Issuer, but adjusted for contingent liabilities and for subsequent events,  all in such manner as the Directors may determine;  "Majority Noteholder" means a Noteholder or Noteholders holding in aggregate: (a) in the case of  Condition 12 (Undertakings of the Issuer), 75 per cent. or more of the Principal Amount Outstanding  of the Subordinated Notes; and (b) in all other cases, 100 per cent. of the Principal Amount  Outstanding of the Subordinated Notes. For the avoidance of doubt, Subordinated Notes held  indirectly or directly by Affiliates of the Issuer shall not be included for the purposes of this definition;  "Margin" means:  (a) for the period that begins (and includes) the Issue Date and ends on (but excludes) the Step- Up Date: 5,75% per annum;  (b) for the period that begins (and includes) the Step-Up Date and ends on (but excludes) the  Maturity Date: 6,75% per annum; and  (c) for the period that begins (and includes) the Maturity Date: 7,75% per annum;  "Maturity Date" means the Interest Payment Date falling on or immediately after the twentieth  anniversary of the Issue Date;  "Noteholder" means any person that holds an interest in the Subordinated Notes;  "Original Reference Rate" means EURIBOR. Should the Original Reference Rate be negative, the  Original Reference Rate shall be deemed to be equal to zero;  "Parity Securities" has the meaning given to it in Condition 2(a) (Status and Subordination);  





 






   49    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  "Principal Amount Outstanding of the Subordinated Notes" means the original principal amount  of the Subordinated Notes outstanding under Condition 6(a) (Scheduled Redemption);  "Qualified Investor" means a person:  (a) who is an "Accredited Investor" as defined in Regulation D of the United States Securities  Act 1933 (the "Securities Act");  (b) who is a "Qualified Institutional Buyer" as defined in the Securities Act;  (c) who is a "qualified investor" as defined in Article 2(e) of Regulation (EU) 2017/1129;  (d) who is a "Qualified Participant" as defined in section 9(2) of the Bermuda Investment Funds  Act 2006;  (e) to whom the offering of Subordinated Notes could lawfully be communicated by virtue of  section 21(1) of the Financial Services and Markets Act 2000;  (f) who is a "well-informed investor" as defined by the Luxembourg law of 13 February 2007 on  specialised investment funds;  (g) who is a "Professional Client" or an "Eligible Counterparty" as defined by the Markets in  Financial Instruments Directive, as amended;  (h) who is a "qualified Investor" as defined by the Swiss Federal Collective Investment Schemes  Act; or  (i) in any other jurisdiction who would satisfy the requirements of any of paragraphs (a) to (h)  above if they were subject to the securities laws of such jurisdictions;  "Qualifying Equivalent Securities" means securities which have terms not materially less  favourable to the Noteholders, as reasonably determined by the Issuer in consultation with an  Independent Adviser, consulting firm or comparable expert, in each case being independent and of  international standing on the subject, and which:  (a) satisfy the criteria for the eligibility for inclusion of the proceeds of the Subordinated Notes as  Tier 2 Capital under the Relevant Rules;  (b) contain terms providing for the same interest rate and interest payment dates as apply to the  Subordinated Notes;  (c) rank senior to, or have the same ranking as, the Subordinated Notes;  (d) preserve all obligations as to repayment of the Subordinated Notes, including (without  limitation) as to timing of such repayment (including preserving the same Maturity Date);  (e) do not contain terms providing for loss absorption through principal write-down or conversion  into ordinary shares; and  (f) preserve any rights to any accrued and unpaid interest, and any existing rights to other  amounts payable under the Subordinated Notes which have accrued to Noteholders and not  been paid;  "Rate of Interest" has the meaning given to it in Condition 4(c) (Rate of Interest);  "Reference Rate" has the meaning given to it in Condition 4(c) (Rate of Interest);  "Regulatory Clearance Condition" means, in respect of any proposed act on the part of the Issuer,  the Issuer having notified the BMA, and obtained the consent or non-objection of the BMA, in relation  to such act (in any case only if and to the extent required by the BMA and/or pursuant to the Relevant  Rules);  "Regulatory Deficiency Deferral Event" means a Regulatory Deficiency Interest Deferral Event or  a Regulatory Deficiency Redemption Deferral Event;  





 






   50    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  "Regulatory Deficiency Interest Deferral Date" means each Interest Payment Date in respect of  which a Regulatory Deficiency Interest Deferral Event has occurred and is continuing or would occur  if payment of the full amount of interest otherwise due was made on such Interest Payment Date;  "Regulatory Deficiency Interest Deferral Event" means: (a) any event which causes the Enhanced  Capital Requirement to be breached and such breach is an event which, under the Relevant Rules,  would require the Issuer to defer a payment of interest in respect of the Subordinated Notes in order  for the Subordinated Notes to constitute Tier 2 Capital (for the avoidance of doubt, a breach of one  or several of the Issuer's subsidiaries' capital requirements that would not trigger a breach of the  Enhanced Capital Requirement will not be considered as a Regulatory Deficiency Interest Deferral  Event); or (b) the BMA has otherwise provided written notice to the Issuer prohibiting the Issuer from  making payments under the Subordinated Notes;  "Regulatory Deficiency Redemption Deferral Event" means any event which causes the  Enhanced Capital Requirement to be breached and such breach is an event which, under the  Relevant Rules, would require the Issuer to defer or suspend a scheduled repayment or redemption  of the Subordinated Notes in order for the Subordinated Notes to constitute Tier 2 Capital. For the  avoidance of doubt, any event which (i) causes the capital requirement of one or several of the  Issuer's subsidiaries to be breached but (ii) that would not cause the Enhanced Capital Requirement  to be breached and (iii) that would not constitute an event which, under the Relevant Rules, would  require the Issuer to defer or suspend a scheduled repayment or redemption of the Subordinated  Notes in order for the Subordinated Notes to constitute Tier 2 Capital, will not be considered as a  Regulatory Deficiency Redemption Deferral Event;  "Relevant Date" has the meaning given in Condition 9 (Taxation);  "Relevant Nominating Body" means:  (a) the European Central Bank or any other central bank or supervisory authority which is  responsible for supervising the administrator of the Original Reference Rate; or  (b) any working group or committee established, approved or sponsored by, chaired or co-chaired  by or constituted at the request of (i) the European Central Bank, (ii) any other central bank or  supervisory authority which is responsible for supervising the administrator of the Original  Reference Rate, (iii) a group of the aforementioned central banks or other supervisory  authorities or (iv) the Financial Stability Board or any part thereof;  "Relevant Rules" means the Insurance Act, and the rules and regulations promulgated thereunder,  and any other legislation, rules or regulations of Bermuda or of the BMA from time to time relating to  the characteristics, features or criteria of own funds or capital resources and which are, at such time,  applicable to the Issuer;  "Senior Creditors" means:  (a) any policyholders and policy beneficiaries of the Issuer and its Subsidiaries (and, for the  avoidance of doubt, the claims of Senior Creditors who are policyholders and/or policy  beneficiaries shall include all amounts to which any such policyholder or policy beneficiary (as  applicable) would be entitled in its capacity as such under any applicable legislation or rules  relating to the Winding-Up of insurance companies to reflect any right to receive, or expectation  of receiving, policyholder or policy beneficiary benefits which such policyholder or policy  beneficiary (as applicable) may have);  (b) creditors of the Issuer (other than policyholders) who are unsubordinated creditors of the  Issuer including, without limitation, tax authorities and holders of senior guarantees issued by  the Issuer;  (c) any senior or subordinated secured creditors of the Issuer; and  (d) any other creditors to whose claims the Subordinated Notes must be subordinated under the  Relevant Rules so as to permit the Subordinated Notes to qualify as Tier 2 Capital;  "Step-Up Date" means the Interest Payment Date falling on or immediately after the tenth  anniversary of the Issue Date;  "Subsidiary" means any person (referred to as the "first person") in respect of which another person:  





 






   51    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  (a) has the power (whether by way of ownership of shares, proxy, contract, agency or otherwise)  to:  (i) cast, or control the casting of, more than 50 per cent. of the maximum number of votes  that might be cast at a general meeting of the first person;  (ii) appoint or remove all, or the majority, of the Directors or other equivalent officers of the  first person; or  give directions with respect to the operating and financial policies of the first person with  which the Directors or other equivalent officers of the first person are obliged to comply;  or  (b) holds beneficially more than 50 per cent. of the issued share capital of the first person  (excluding any part of that issued share capital that carries no right to participate beyond a  specified amount in a distribution of either profits or capital);  "Successor Reference Rate" means the rate that the Independent Adviser (in consultation with the  Issuer) determines is a successor or replacement to the Original Reference Rate, which has been  formally recommended by any Relevant Nominating Body. Should the Successor Reference Rate  be negative, the Successor Reference Rate shall be deemed to be equal to zero;  "TARGET2 Settlement Day" means any day on which the Trans-European Automated Real-Time  Gross Settlement Express Transfer (TARGET2) System is operating;  "Tier 1 Capital" means capital which is treated as a constituent of Tier 1 under the Relevant Rules;  "Tier 2 Capital" means capital which is treated as a constituent of Tier 2 under the Relevant Rules;  "Winding-Up" means at any time when: (i) an order is made, or an effective resolution is passed, for  the winding-up, dissolution or liquidation of the Issuer or any other analogous procedures in any  jurisdiction (except, in any such case, a solvent winding-up solely for the purpose of a reconstruction,  amalgamation or substitution of the Issuer, the terms of which have previously been approved by the  Noteholders); or (ii) a provisional liquidator, receiver, administrator or similar officer is appointed in  respect of the Issuer and has given notice that it intends to declare a dividend; and  "€" and "euro" mean the lawful currency introduced at the third stage of the European economic and  monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.  





 






   52    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM      REGULATIONS CONCERNING TRANSFERS AND REGISTRATION OF SUBORDINATED NOTES  1. The Subordinated Notes are in the denomination of €100,000. Subordinated Notes may only be held  in holdings in the aggregate principal amount of €100,000 and integral multiples thereof (each, an  "Authorised Holding").  2. Subject to paragraph 4 and paragraph 11 below, Subordinated Notes may be transferred by execution  of the relevant form of transfer under the hand of the transferor or, where the transferor is a corporation,  under its common seal or under the hand of two of its officers duly authorised in writing. Where the  form of transfer is executed by an attorney or, in the case of a corporation, under seal or under the  hand of two of its officers duly authorised in writing, a copy of the relevant power of attorney certified  by a financial institution in good standing or a notary public or in such other manner as the Registrar  may require or, as the case may be, copies certified in the manner aforesaid of the documents  authorising such officers to sign and witness the affixing of the seal must be delivered with the form of  transfer. In this Schedule, "transferor" shall, where the context permits or requires, include joint  transferors and shall be construed accordingly.  3. The Note Certificate, if any, issued in respect of the Subordinated Notes to be transferred must be  surrendered for registration, together with the form of transfer (including any certification as to  compliance with restrictions on transfer included in such form of transfer) endorsed thereon, duly  completed and executed, at the Specified Office of the Registrar or any Transfer Agent, and together  with such evidence as the Registrar or (as the case may be) the relevant Transfer Agent may  reasonably require to prove the title of the transferor and the authority of the persons who have  executed the form of transfer. The signature of the person effecting a transfer of a Subordinated Note  shall conform to any list of duly authorised specimen signatures supplied by such Noteholder or be  certified by a financial institution in good standing, notary public or in such other manner as the  Registrar or such Transfer Agent may require.  4. No Noteholder may require the transfer of a Subordinated Note to be registered during the period of  15 calendar days ending on the due date for any payment of principal or interest in respect of such  Subordinated Note.  5. The executors or administrators of a deceased Noteholder (not being one of several joint Noteholders)  and, in the case of the death of one or more of several joint Noteholders, the survivor or survivors of  such joint Noteholders, shall be the only persons recognised by the Issuer as having any title to such  Subordinated Note.  6. Any person becoming entitled to any Subordinated Notes in consequence of the death or bankruptcy  of such Noteholder may, upon producing such evidence that he holds the position in respect of which  he proposes to act under this paragraph or of his title as the Registrar or the relevant Transfer Agent  may require (including legal opinions), become registered himself as such Noteholder or, subject to  the provisions of these Regulations, the Subordinated Notes and the Conditions as to transfer, may  transfer such Subordinated Notes. The Issuer, the Transfer Agents, the Registrar and the Paying  Agents shall be at liberty to retain any amount payable upon the Subordinated Notes to which any  person is so entitled until such person is so registered or duly transfers such Subordinated Notes.  7. Unless otherwise required by him and agreed by the Issuer and the Registrar, the Noteholder shall be  entitled to receive only one Note Certificate in respect of his holding.  8. The joint Noteholders shall be entitled to one Note Certificate only in respect of their joint holding which  shall, except where they otherwise direct, be delivered to the joint Noteholder whose name appears  first in the Register in respect of the joint holding.  9. Where there is more than one transferee (to hold other than as joint Noteholders), separate forms of  transfer (obtainable from the Specified Office of the Registrar or any Transfer Agent) must be  completed in respect of each new holding.  10. A Noteholder may transfer all or part only of his holding of Subordinated Notes; provided that both the  principal amount of Subordinated Notes transferred and the principal amount of the balance not  transferred are an Authorised Holding. Where a Noteholder has transferred part only of his holding of  Subordinated Notes, a new Note Certificate in respect of the balance of such holding will be delivered  to him.  





 






   53    EME_ACTIVE-579242188.13-BGELPI 07/05/2021 2 54 PM  11. The Issuer, the Transfer Agents and the Registrar shall, save in the case of the issue of replacement  Subordinated Notes pursuant to the Conditions, make no charge to the Noteholders for the registration  of any holding of Subordinated Notes or any transfer thereof or for the issue of any Subordinated Notes  or for the delivery thereof at the Specified Office of any Transfer Agent or the Registrar or by uninsured  post to the address specified by the Noteholder, but such registration, transfer, issue or delivery shall  be effected against such indemnity from the Noteholder or the transferee thereof as the Registrar or  the relevant Transfer Agent may require in respect of any tax or other duty of whatever nature which  may be levied or imposed in connection with such registration, transfer, issue or delivery.  12. Provided a transfer of a Subordinated Note is duly made in accordance with all applicable requirements  and restrictions upon transfer and the Subordinated Note(s) transferred are presented to a Transfer  Agent and/or the Registrar in accordance with the Agency Agreement and these Regulations, and  subject to unforeseen circumstances beyond the control of such Transfer Agent or the Registrar  arising, such Transfer Agent or the Registrar will, within five business days of the request for transfer  being duly made, deliver at its Specified Office to the transferee or despatch by uninsured post (at the  request and risk of the transferee) to such address as the transferee entitled to the Subordinated Notes  in relation to which such Note Certificate is issued may have specified, a Note Certificate in respect of  which entries have been made in the Register, all formalities complied with and the name of the  transferee completed on the Note Certificate by or on behalf of the Registrar; and, for the purposes of  this paragraph, "business day" means a day on which commercial banks are open for business  (including dealings in foreign currencies) in the cities in which the Registrar and (if applicable) the  relevant Transfer Agent have their respective Specified Offices.