Exhibit 4.3


 


Master Warrant No. 1


(Face of Security)


 


GS FINANCE CORP.


WARRANTS, SERIES G


FULLY AND UNCONDITIONALLY GUARANTEED BY


THE GOLDMAN SACHS GROUP, INC.


__________


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE GSFC 2008 INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE GSFC 2008 INDENTURE. 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO GS FINANCE CORP. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THE PERSON MAKING THE DECISION TO ACQUIRE THIS SECURITY
SHALL BE DEEMED, ON BEHALF OF ITSELF AND THE HOLDER, BY ACQUIRING AND HOLDING THIS SECURITY OR EXERCISING ANY RIGHTS RELATED THERETO,
TO REPRESENT THAT:


(i) THE FUNDS THAT THE HOLDER IS USING TO ACQUIRE THIS
SECURITY ARE NOT THE ASSETS OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), A PLAN DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), A GOVERNMENTAL PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS SIMILAR TO THE PROVISIONS 




     


     


    


OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE,
OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHERWISE; OR


(ii)(A) THE HOLDER WILL RECEIVE NO LESS AND PAY NO
MORE THAN “ADEQUATE CONSIDERATION” (WITHIN THE MEANING OF SECTION 408(B)(17) OF ERISA AND SECTION 4975(F)(10) OF
THE CODE) IN CONNECTION WITH THE PURCHASE AND HOLDING OF THIS SECURITY; (B) NONE OF THE PURCHASE, HOLDING OR DISPOSITION OF
THIS SECURITY OR THE EXERCISE OF ANY RIGHTS RELATED TO THE SECURITY WILL RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER
ERISA OR THE CODE (OR WITH RESPECT TO A GOVERNMENTAL PLAN, UNDER ANY SIMILAR APPLICABLE LAW OR REGULATION); AND (C) NEITHER
THE GOLDMAN SACHS GROUP, INC. NOR ANY OF ITS AFFILIATES IS A “FIDUCIARY” (WITHIN THE MEANING OF SECTION 3(21) OF
ERISA OR, WITH RESPECT TO A GOVERNMENTAL PLAN, UNDER ANY SIMILAR APPLICABLE LAW OR REGULATION) WITH RESPECT TO THE PURCHASER
OR HOLDER IN CONNECTION WITH SUCH PERSON’S ACQUISITION, DISPOSITION OR HOLDING OF THIS SECURITY, OR AS A RESULT OF ANY
EXERCISE BY THE GOLDMAN SACHS GROUP, INC. OR ANY OF ITS AFFILIATES OF ANY RIGHTS IN CONNECTION WITH THE SECURITY, AND NEITHER
THE GOLDMAN SACHS GROUP, INC. NOR ANY OF ITS AFFILIATES HAS PROVIDED INVESTMENT ADVICE IN CONNECTION WITH SUCH PERSON’S
ACQUISITION, DISPOSITION OR HOLDING OF THIS SECURITY.


THIS SECURITY, INCLUDING EACH SUPPLEMENTAL OBLIGATION
AS DEFINED HEREIN, IS FULLY AND UNCONDITIONALLY GUARANTEED BY THE GOLDMAN SACHS GROUP, INC. (THE “GUARANTOR”) PURSUANT
TO THE GUARANTEE SET FORTH IN THE GSFC 2008 INDENTURE HEREINAFTER REFERRED TO (THE “GUARANTEE”). 


THIS SECURITY IS NOT A BANK DEPOSIT AND IS NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY, NOR IS IT AN OBLIGATION OF, OR GUARANTEED BY, A
BANK.




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This Security is a Global Security within
the meaning of the GSFC 2008 Indenture hereinafter referred to and represents one or more obligations of GS Finance Corp., a corporation
duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”, which
term includes any successor Person under the GSFC 2008 Indenture) (each such obligation, a “Supplemental Obligation”).


Each Supplemental Obligation will have
the terms reflected herein, as supplemented by the terms set forth in the section entitled “Terms and Conditions” in
the pricing supplement, prospectus supplement or other prospectus (however titled) relating to such Supplemental Obligation (the
“Terms and Conditions Information”), which “Terms and Conditions” section is on file with the Trustee
hereinafter referred to and identified in the records of the Trustee. With respect to each Supplemental Obligation, the terms specified
in the applicable Terms and Conditions Information are hereby incorporated by reference herein and are deemed to be a part hereof
as of the applicable Original Issue Date (as defined in the applicable Terms and Conditions Information). Each reference to “this
Security” or a “Security of this series” includes and shall be deemed to refer to each Supplemental Obligation.


With respect to each Supplemental Obligation,
every term of this Security is subject to modification, amendment or elimination through the incorporation of the applicable Terms
and Conditions Information by reference, whether or not the phrase “unless otherwise provided in the Terms and Conditions
Information” or language of similar import precedes the term of this Security so modified, amended or eliminated. It is the
intent of the parties hereto that, in the case of any conflict between the applicable Terms and Conditions Information and the
terms herein, the applicable Terms and Conditions Information shall control over the terms herein with respect to the relevant
Supplemental Obligation. Without limiting the foregoing, in the case of each Supplemental Obligation, the Holder (as defined in
the GSFC 2008 Indenture) of this Security is directed to the applicable Terms and Conditions Information for a description of certain
terms of such Supplemental Obligation.


The following terms apply to each Supplemental
Obligation under this Security.  Terms that are not defined the first time they are used in this Security shall have the meaning
indicated elsewhere in this Security.  Defined terms may or may not be capitalized and, without limiting the foregoing, certain
defined terms may be capitalized herein but those




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same terms may not be capitalized in the
applicable Terms and Conditions Information. 


The Premium Amount of each Supplemental
Obligation under this Security, if any, shall be as specified in the applicable Terms and Conditions Information.


The Principal Amount of each Supplemental
Obligation under this Security shall be as specified in the applicable Terms and Conditions Information.


The Calculation Agent for each Supplemental
Obligation under this Security is Goldman Sachs & Co. LLC, unless otherwise provided in the applicable Terms and Conditions
Information.


OTHER TERMS:


All terms used in this Security that are not defined in
this Security or in the Terms and Conditions Information but are defined in the GSFC 2008 Indenture referred to on the reverse
of this Security shall have the meanings assigned to them in the GSFC 2008 Indenture. References in this Security to numbered Sections
are to numbered Sections on the face of this Security, unless the context requires otherwise. Section headings on the face of this
Security, as modified, amended or eliminated through the incorporation of the Terms and Conditions Information by reference, are
for convenience only and shall not affect the construction of this Security.


“Business Day” means each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City generally are authorized or obligated
by law, regulation or executive order to close.


“Scheduled Business Day” means, with respect
to each Supplemental Obligation under this Security that uses such term, a day that is scheduled to be a Business Day as of the
Trade Date or Pricing Date applicable to such Supplemental Obligation.




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_______________________


1. Promise to Pay Principal and Other Amounts


 (a) With respect to each Supplemental Obligation under this Security, the Company, for value received, hereby promises to pay to Cede & Co., as nominee for The Depository Trust Company, or registered assigns, as principal, the Principal Amount on the applicable Payment Date, as specified in the applicable Terms and Conditions Information, and any other applicable amounts specified in the Terms and Conditions Information on the date or dates specified in the applicable Terms and Conditions Information, in each case subject to the other provisions of this Security, including the applicable Terms and Conditions Information.




(b)   
The Company also promises to pay interest (to the extent that the payment of such interest shall be legally enforceable)
on any overdue principal, at the applicable Overdue Principal Rate specified in the applicable Terms and Conditions Information,
from the date such principal is due until it is paid or made available for payment, and any such interest shall be payable to the
Holder on demand. Notwithstanding any other provision of this Security or the GSFC 2008 Indenture, this Security shall not bear
interest, except as provided in the prior sentence.


2. Principal Amount


 (a) With respect to each Supplemental Obligation under this Security, the principal of this Security that becomes due and payable on the Payment Date for such Supplemental Obligation shall be the Principal Amount specified in the Terms and Conditions Information with respect to such Supplemental Obligation, unless (i) the Terms and Conditions Information with respect to such Supplemental Obligation specifies that the Supplemental Obligation is subject to redemption by the Company (automatically, at the option of the Company or otherwise) and/or redemption or repayment at the option of the Holder (or beneficial owner) (in whatever manner) and (ii) the Supplemental Obligation is to be so redeemed or repaid by its terms (the occurrence of (i) and (ii) together, a “redemption event”).  If a redemption event has previously occurred, the principal of this Security that becomes due and payable on the payment date specified in the Terms and Conditions Information with respect to such Supplemental Obligation shall be the cash the Company is obligated to pay on such date with respect to any Face Amount then Outstanding, as specified in such Terms and Conditions Information.






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 (b) With respect to each Supplemental Obligation under this Security, when the cash that the Company is obligated to pay as set forth above in this Section 2 has been paid as provided herein (or such amount has been made available for payment), the principal of such Supplemental Obligation under this Security shall be deemed to have been paid in full, whether or not this Security shall have been surrendered for payment or cancellation. References to the payment of the principal of this Security on any day shall be deemed to mean the payment of the cash that the Company is obligated to pay as principal on such day as provided above in this Section 2. Notwithstanding the foregoing, solely for the purpose of determining whether any consent, waiver, notice or other action to be given or taken by Holders of Securities pursuant to the GSFC 2008 Indenture has been given or taken by Holders of Outstanding Securities in the requisite aggregate principal amount, the principal amount of such Supplemental Obligation under this Security then Outstanding on any day will be deemed to equal its Premium Amount. This Security shall cease to be Outstanding as provided in the definition of such term in the GSFC 2008 Indenture or when the principal of this Security shall be deemed to have been paid in full as provided above and any interest payable on this Security has been paid (or, in the case of any such interest, when such interest has been made available for payment).




3. Role of Calculation Agent


The Calculation Agent, in its sole discretion, will make
all determinations and calculations relating to the amount payable on this Security, including matters specified herein or in the
Terms and Conditions Information as matters to be determined by the Calculation Agent. The Calculation Agent shall make all such
determinations and calculations in its sole discretion, and absent manifest error all determinations and calculations made by the
Calculation Agent shall be final and binding on the Company, the Holder and all other Persons having an interest in this Security,
without liability on the part of the Calculation Agent.


The Company shall take such action as shall be necessary
to ensure that there is at all relevant times a financial institution serving as the Calculation Agent hereunder. The Company may,
in its sole discretion at any time and from time to time, upon written notice to the Trustee, but without notice to the Holder
of this Security, terminate the appointment of any Person serving as the Calculation Agent and appoint another Person (including
any Affiliate of the Company) to serve as such agent. Insofar as any Supplemental




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Obligation under this Security provides for the Calculation
Agent to obtain the level, price, value or other amount of any underlier, or other information, from any institution or other source,
the Calculation Agent may do so from any source or sources of the kind contemplated or otherwise permitted hereby notwithstanding
that any one or more of such sources are such agent, Affiliates of such agent or Affiliates of the Company.


4. Payment


Any payment of money due on this Security will be made in
cash, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts. Payment of cash on this Security will be made to an account designated by the Holder and acceptable to the Company
or, if no such account is designated and acceptable as aforesaid, at the office or agency of the Company maintained for that purpose
in The City of New York; provided, however, that payment at Maturity shall be made only upon surrender of this Security
at such office or agency (unless the Company waives surrender). Notwithstanding the foregoing, if this Security is a Global Security,
any payment may be made pursuant to the Applicable Procedures of the Depositary as permitted in the GSFC 2008 Indenture. The Holder
of this Security shall not be entitled under the terms of this Security to receive, in payment hereof, any property other than
cash.


5. Holidays


Unless otherwise provided with respect to a Supplemental
Obligation in the applicable Terms and Conditions Information, and notwithstanding any provision of the GSFC 2008 Indenture, if
any payment of any money payable would otherwise be due on this Security on a day (the “Specified Day”) that
is not a Business Day, such payment may be made (or such money payable may be made available for payment) on the next succeeding
Business Day with the same force and effect as if such payment were made on the Specified Day. The provisions of this Section 5
shall apply to this Security in lieu of the provisions of Section 1.13 of the GSFC 2008 Indenture.


6. Reverse of this Security


Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.




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7. Certificate of Authentication


Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit
under the GSFC 2008 Indenture or be valid or obligatory for any purpose. The Company and the Trustee acknowledge that for purposes
of the GSFC 2008 Indenture, manually affixing a signature by electronic means shall constitute a manual signature.


8. Guarantee by the Guarantor


This Security, including each Supplemental Obligation, is
fully and unconditionally guaranteed by the Guarantor pursuant to the Guarantee set forth in the GSFC 2008 Indenture.




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IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.


 


Dated: October 14, 2020


 


	By:	
        GS FINANCE
        CORP.

         

        /s/ James
        J. White, Jr.___

	 	Name: James J. White, Jr.

Title: Treasury Signatory


 


 


This is one of the Securities of the series designated herein
and referred to in the GSFC 2008 Indenture.


 


Dated: October 14, 2020


 


	By:	
        THE BANK
        OF NEW YORK MELLON,

          as Trustee

         

        /s/ Francine Kincaid____

	 	Authorized Signatory


 


 


 


(End of Face of Security)



 




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(Reverse of Security)


This Security is one of a duly authorized issue of securities
of the Company (herein called the “Securities”) issued and to be issued in one or more series under a Senior
Debt Indenture, dated as of October 10, 2008, as supplemented by the First Supplemental Indenture, dated as of February 20, 2015,
the Second Supplemental Indenture, dated as of January 17, 2017, the Third Supplemental Indenture, dated as of June 15, 2018, the
Fourth Supplemental Indenture, dated as of August 21, 2018, the Fifth Supplemental Indenture, dated as of October 2, 2018, the
Sixth Supplemental Indenture, dated as of November 9, 2018, the Seventh Supplemental Indenture, dated as of July 1, 2020 and the
Eighth Supplemental Indenture, dated as of October 14, 2020, and as may be further supplemented or amended from time to time (herein
called the “GSFC 2008 Indenture”, which term shall have the meaning assigned to the term “Indenture” in
such instrument), each among the Company, as Issuer, The Goldman Sachs Group, Inc., as Guarantor (herein called the “Guarantor”,
which term includes any successor guarantor under the GSFC 2008 Indenture), and The Bank of New York Mellon, as Trustee (herein
called the “Trustee”, which term includes any successor trustee under the GSFC 2008 Indenture), and reference is hereby
made to the GSFC 2008 Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. Insofar as the provisions of the GSFC 2008 Indenture may conflict with the provisions set
forth on the face of this Security, the latter shall control for purposes of this Security.


This Security is one of the series designated on the face
hereof, limited to an aggregate principal amount as shall be determined and may be increased from time to time by the Company (or
the equivalent thereof in any other currency or currencies or currency units). References herein to “this series”
mean the series of Securities designated as Warrants, Series G, except that solely for purposes specified below, the term “series”
(and references to Securities of a series) shall be deemed to refer to Supplemental Obligations with the same CUSIP number.


The GSFC 2008 Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the




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Guarantor and the rights of the Holders of the Securities
to be affected under the GSFC 2008 Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the
Holders of a majority in principal amount of all Securities at the time Outstanding to be affected, considered together as one
class for this purpose (such Securities to be affected may be Securities of the same or different series and, with respect to any
series, may comprise fewer than all the Securities of such series).


The GSFC 2008 Indenture also contains provisions (i) permitting
the Holders of a majority in principal amount of the Securities at the time Outstanding to be affected under the GSFC 2008 Indenture,
considered together as one class for this purpose (such affected Securities may be Securities of the same or different series and,
with respect to any particular series, may comprise fewer than all the Securities of such series), on behalf of the Holders of
all Securities so affected, to waive compliance by the Company or the Guarantor with certain provisions of the GSFC 2008 Indenture
and (ii) permitting the Holders of a majority in principal amount of the Securities of any series at the time Outstanding
to be affected under the GSFC 2008 Indenture (with each such series considered separately for this purpose), on behalf of the Holders
of all Securities of such series, to waive certain past defaults under the GSFC 2008 Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security. For the purpose of this paragraph, the term “default”
means, with respect to any Securities, any event which is, or after notice or lapse of time or both would become, an Event of Default
or Covenant Breach in respect of such Securities. As used in this paragraph, the term “series” (and references
to the Securities of a series) shall mean Supplemental Obligations having the same CUSIP number.


With respect to the Securities of a series, the only Events
of Default are payment defaults on the Securities of such series that continue for 30 days and insolvency events, all as specified
in the GSFC 2008 Indenture. Any other default under or breach of the GSFC 2008 Indenture or the Securities will not give rise to
an Event of Default, whether after notice, the passage of time or otherwise. As used in this




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paragraph, the term “series” (and references
to the Securities of a series) shall mean Supplemental Obligations having the same CUSIP number.


Notwithstanding any provision of the GSFC 2008 Indenture
or any Securities of a series, neither the Trustee nor any Holder shall be entitled, whether by reason of a default or otherwise,
to demand or accelerate the payment of money by the Company in respect of such Security of a series at any time before such payment
or delivery is otherwise due in accordance with the terms of such Security of a series.


As provided in and subject to the provisions of the GSFC
2008 Indenture, the Holder of a Security of any series shall not have the right to institute any proceeding with respect to the
GSFC 2008 Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default or Covenant Breach with respect to the Securities
of such series, the Holders of not less than 25% in principal amount of the Securities of such series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of such Event of Default or Covenant Breach, as applicable,
as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders
of a majority in principal amount of the Securities of such series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity.
The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal
hereof on or after the respective due dates expressed herein.


As used in the preceding two paragraphs, the term “series”
(and references to Securities of a series) shall mean Supplemental Obligations having the same CUSIP number.


If so provided pursuant to the terms of any specific Securities,
the above-referenced provisions of the GSFC 2008 Indenture regarding the ability of Holders to waive certain defaults, or to request
the Trustee to institute proceedings (or to give the Trustee other directions) in respect thereof, may be applied differently with
regard to such Securities.


No reference herein to the GSFC 2008 Indenture and no provision
of this Security or of the GSFC 2008 Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the money due with respect




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to this Security at the time and place, and in the coin
or currency, herein prescribed, or alter or impair the obligation of the Guarantor, which is unconditional, to pay pursuant to
the GSFC 2008 Indenture.


As provided in the GSFC 2008 Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any Place of Payment with respect to this Security, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar
duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of Authorized Denominations, and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.


This Security and any Security issued in exchange for or
in lieu of this Security are issuable only in registered form in Authorized Denominations. As provided in the GSFC 2008 Indenture
and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor, of a different Authorized Denomination, as requested by the Holder surrendering
the same.


No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.


Prior to due presentment of this Security for registration
of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not any payment of money with respect
to this Security be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice
to the contrary.


This Security is a Global Security and is subject to the
provisions of the GSFC 2008 Indenture relating to the Global Securities, including the limitations in Section 3.05 thereof on transfers
and exchanges of Global Securities.


This Security and the GSFC 2008 Indenture shall be governed
by and construed in accordance with the laws of the State of New York.




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In the event that the Company or the Guarantor becomes subject
to a proceeding under a U.S. Special Resolution Regime, the transfer of this Security, the related Guarantee and the GSFC 2008
Indenture (together, the “Relevant Agreements”) and any interest and obligation in or under the Relevant Agreements
will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Relevant
Agreements, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
In the event that the Company or the Guarantor or any Affiliate of the Company or the Guarantor becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under the Relevant Agreements that may be exercised against the Company
or the Guarantor are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Relevant Agreements were governed by the laws of the United States or a state of the United States.
The requirements of this paragraph apply notwithstanding the following paragraph.


Notwithstanding anything to the contrary in the Relevant
Agreements, but subject to the requirements of the preceding paragraph, the parties shall not be permitted to exercise any Default
Right against the Company or the Guarantor with respect to the Relevant Agreements that is related, directly or indirectly, to
an Affiliate of the Company or the Guarantor becoming subject to an Insolvency Proceeding, except to the extent the exercise of
such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5,
or 12 C.F.R. § 382.4, as applicable. After an Affiliate of the Company or the Guarantor has become subject to an Insolvency
Proceeding, if any party seeks to exercise any Default Right against the Company or the Guarantor with respect to the Relevant
Agreements, that party shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right
is permitted hereunder.


For purposes of the preceding two paragraphs:


“Default Right” has the meaning assigned to
that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1 as applicable;


“Insolvency Proceeding” means a receivership,
insolvency, liquidation, resolution, or similar proceeding; and


“U.S. Special Resolution Regime” means each
of (i) the Federal Deposit Insurance Act and the regulations promulgated




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thereunder and (ii) Title II of the Dodd-Frank Wall Street
Reform and Consumer Protection Act and the regulations promulgated thereunder.


 






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