Each party (a “Party”) to a contractual agreement that expressly incorporates the provisions set forth at acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Related Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a)        any Bail-In Action in relation to any such liability, including (without limitation):

(i)         a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii)        a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii)       a cancellation of any such liability; and

(b)        a variation of any term of any Related Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

"Bail-In Action" means the exercise of any Write-down and Conversion Powers.

"Bail-In Legislation" means in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms , the relevant implementing law or regulation  as described in the EU Bail-In Legislation Schedule from time to time.

"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.

"EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.

"Write-down and Conversion Powers" means in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule.

Lloyds Bank is a brand name of Lloyds Bank Corporate Markets plc, a company organized under the laws of England and Wales, having company registered no. 10399850. Lloyds Bank Corporate Markets plc is a member company of Lloyds Banking Group. Lloyds Securities Inc. is a member of FINRA/SIPC. © 2019 Lloyds Bank. All rights reserved.