Common use of Contractual Recognition of EU Bail-In Powers Clause in Contracts

Contractual Recognition of EU Bail-In Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party and any other party hereto, each counterparty to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Agreement or any Relevant 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 relevant BRRD Party or another person; and the issue to or conferral on it of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or (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 or any Relevant Agreement, or deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority.

Contractual Recognition of EU Bail-In Powers. 20.1 Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party the Issuer, the Fiscal Agent and any other party heretothe Registrar, each counterparty to a BRRD Party (including, for of the avoidance of doubtIssuer, the Issuer) under this Agreement Fiscal Agent and the Registrar acknowledges and accepts that a any BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-Bail- in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) 20.1.1 the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it the Issuer, the Fiscal Agent or the Registrar under this Agreement or any Relevant 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 relevant Relevant BRRD Party or another person; , and the issue to or conferral on it the Issuer, the Fiscal Agent or the Registrar in respect of such BRRD Liability of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/oror (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) 20.1.2 the variation of the terms of this Agreement or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority. 20.2 For the purposes of this Clause 20:

Contractual Recognition of EU Bail-In Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party and any other party heretoamong the parties, each counterparty hereunder to a BRRD Party under this Agreement (including, for the avoidance of doubt, the Issuer) under this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, accepts and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any the BRRD Party to it under this Agreement or any Relevant 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 relevant BRRD Party or another person; person (and the issue to or conferral on it of such shares, securities or obligations); (iii) the cancellation of the BRRD Liability; and/or (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 or any Relevant Agreement, or Agreement a deemed necessary by the Relevant Resolution Authority, Authority to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority.

Contractual Recognition of EU Bail-In Powers. ‌ Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party and any other party hereto, each counterparty to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Agreement or any Relevant 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 relevant BRRD Party or another person; and the issue to or conferral on it of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or (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 or any Relevant Agreement, or deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority.

Contractual Recognition of EU Bail-In Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party and any other party of the parties hereto, each counterparty party to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement acknowledges and accepts that a any BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it party under this Agreement or any Relevant 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 relevant BRRD Party Liability obligor or another person; , and the issue to or conferral on it in respect of such BRRD Liability of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (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 or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority. SCHEDULE 1‌ (1) OP-ASUNTOLUOTTOPANKKI OYJ (the English translation of which is OP MORTGAGE BANK) (the Issuer); and (2) [●] of [●] (the Calculation Agent, which expression shall include any successor calculation agent appointed under this Agreement).

Contractual Recognition of EU Bail-In Powers. 24.1 Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party and any other party of the parties hereto, each counterparty party to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement acknowledges and accepts that a any BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) 24.1.1 the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party party to it this Agreement under this Agreement or any Relevant 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 relevant BRRD Party Liability obligor or another person; , and the issue to or conferral on it in respect of such BRRD Liability of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (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) 24.1.2 the variation of the terms of this Agreement or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority. 24.2 For the purposes of this Clause 24:

Contractual Recognition of EU Bail-In Powers. 21.1 Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any each BRRD Party and any other party heretoeach BRRD Counterparty, each counterparty to a BRRD Party (including, for the avoidance of doubt, the Issuer) under to this Agreement acknowledges and accepts that a any BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) 21.1.1 the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any each BRRD Party to it each BRRD Counterparty under this Agreement or any Relevant 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 relevant BRRD Party or another person; , and the issue to or conferral on it the BRRD Counterparty of such BRRD Liability of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/orand (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) 21.1.2 the variation of the terms of this Agreement or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority. 21.2 For the purposes of this Clause 21:

Contractual Recognition of EU Bail-In Powers. 18.1 Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any Deutsche Bank AG, London Branch (the “BRRD Party Party”) and any other party hereto, each counterparty to a BRRD Party (including, for the avoidance of doubtIssuer, the Issuer) under this Agreement Issuer acknowledges and accepts that a BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, accepts and agrees to be bound by: (a) 18.1.1 the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any the BRRD Party to it the Issuer under this Agreement or any Relevant 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 relevant BRRD Party or another person; , and the issue to or conferral on it the Issuer of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (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) 18.1.2 the variation of the terms of this Agreement or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority. 18.2 For the purposes of this Clause 18:

Contractual Recognition of EU Bail-In Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party and any other party heretoamong the parties, each counterparty hereunder to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, accepts and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any the BRRD Party to it under this Agreement or any Relevant 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 relevant BRRD Party or another person; person (and the issue to or conferral on it of such shares, securities or obligations); (iii) the cancellation of the BRRD Liability; and/or (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 or any Relevant Agreement, or deemed to the extent necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority.

Contractual Recognition of EU Bail-In Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party and any other party hereto, each counterparty to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Agreement or any Relevant 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 relevant BRRD Party or another person; and the issue to or conferral on it of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or (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 or any Relevant Agreement, or deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority.

Contractual Recognition of EU Bail-In Powers. 18.1 Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any of the EU Dealers (each EU Dealer, a “BRRD Party Party”) and any other party heretoeach Issuer, each counterparty to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement Issuer acknowledges and accepts that a any BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) 18.1.1 the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any a BRRD Party (the “Relevant BRRD Party”) to it each Issuer under this Agreement or any Relevant 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 relevant Relevant BRRD Party or another person; , and the issue to or conferral on it each Issuer in respect of such BRRD Liability of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (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) 18.1.2 the variation of the terms of this Agreement or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority. 18.2 For the purposes of this Clause 18:

Contractual Recognition of EU Bail-In Powers. 33.1 Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or and/or any other agreements, arrangements, or understanding between any each BRRD Party and any other party heretoeach BRRD Counterparty, each counterparty to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement Counterparty acknowledges and accepts that a any BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (ai) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any a BRRD Party (the “Relevant BRRD Party”) to it each BRRD Counterparty under this Agreement or any Relevant Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (ia) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (iib) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant Relevant BRRD Party or another person; , and the issue to or conferral on it the BRRD Counterparty in respect of such BRRD Liability of such shares, securities or obligations;; and (iiic) the cancellation of the BRRD Liability; and/or (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 (bii) the variation of the terms of this Agreement or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority. 33.2 For the purposes of this Clause 33:

Contractual Recognition of EU Bail-In Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party and any other party of the parties hereto, each counterparty party to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement acknowledges and accepts that a any BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it party under this Agreement or any Relevant 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 relevant BRRD Party Liability obligor or another person; , and the issue to or conferral on it in respect of such BRRD Liability of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (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 or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority. (under the Finnish Act on Mortgage Credit Banks (Laki kiinnitysluottopankkitoiminnasta 688/2010, as amended)) (1) OP-ASUNTOLUOTTOPANKKI OYJ (the English translation of which is OP MORTGAGE BANK) (the Issuer); and (2) [●] of [●] (the Calculation Agent, which expression shall include any successor calculation agent appointed under this Agreement).

Contractual Recognition of EU Bail-In Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party and any other party heretoto this Agreement (each a “Party”), each counterparty to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement acknowledges and accepts that a any BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, Authority and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Agreement or any Relevant 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 relevant BRRD Party or another person; person and the issue to or conferral on it one or more other Parties of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (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 or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority. (20) The following is added as Section 20 of the Dealership Agreement:

Contractual Recognition of EU Bail-In Powers. 12.01 Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party and any other party hereto, each counterparty to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Agreement or any Relevant 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 relevant BRRD Party or another person; person and the issue to or conferral on it of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (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 or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority.

Contractual Recognition of EU Bail-In Powers. 36.1 Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party the Agents and any other party heretothe Issuer, each counterparty party to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement acknowledges and accepts that a any BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) 36.1.1 the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any a BRRD Party to it (the “Relevant BRRD Party”) under this Agreement or any Relevant 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 relevant Relevant BRRD Party or another person; , and the issue to or conferral on it in respect of such BRRD Liability of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (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) 36.1.2 the variation of the terms of this Agreement or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority. 36.2 For the purposes of this Clause 36:

Contractual Recognition of EU Bail-In Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any each BRRD Party and any other party heretoeach BRRD Counterparty, each counterparty to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement Counterparty acknowledges and accepts that a any BRRD Liability arising under this Agreement or and/or any Relevant Agreement agreement for the issue and purchase of Notes may be subject to the exercise of EU Bail-in Powers Power by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers Power by the Relevant Resolution Authority in relation to any BRRD Liability of any a BRRD Party to it each BRRD Counterparty under this Agreement or any Relevant Agreementagreement for the creation of Certificated Depositary Interests, that (without limitation) may include and result in any of the following, or some combination thereof: (i1) the reduction or cancellation, on a permanent basis, of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (ii2) the conversion of all, or a portion, of the BRRD Liability into ordinary shares, other instruments of ownership, other securities or other obligations of the relevant BRRD Party or another person; , and the issue to or conferral on it the relevant BRRD Counterparty in respect of such BRRD Liability of such ordinary shares, other instruments of ownership, securities or obligations, including by way of an amendment. Modification or variation of the Conditions of the Notes; (iii3) the cancellation of the BRRD Liability; and/or; (iv4) the cancellation of the Notes or the Relevant Amounts in respect of the Notes; and (5) the amendment or alteration of any the maturity of the Notes or amendment of the amount of interest, if applicable, thereonpayable on the Notes, or the date on which interest becomes payable, or the maturity or the dates on which any payments under this Agreement are due, including in each case by suspending payment for a temporary period; and (b) the variation of the terms of this Agreement or any Relevant Agreement, or deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority.

Contractual Recognition of EU Bail-In Powers. 14.1 Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party the Issuer and any other party hereto, each counterparty to a BRRD Party (including, for the avoidance of doubtDealers, the Issuer) under this Agreement Issuer acknowledges and accepts that a BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (aA) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party the relevant Dealer(s) owed to it the Issuer under this Agreement or any Relevant Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (i1) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (ii2) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party Dealer(s) or another person; , and the issue to or conferral on it the Issuer of such shares, securities or obligations; (iii3) the cancellation of the BRRD Liability; and/or (iv4) 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 (bB) the variation of the terms of this Agreement or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority.. For these purposes:

Contractual Recognition of EU Bail-In Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangementsarrangements or understandings between Banco Santander, or understanding between any BRRD Party S.A., BNP Paribas, Deutsche Bank AG, London Branch, and any other party hereto, each counterparty to a BRRD Party (including, for the avoidance of doubtCompany, the Issuer) under this Agreement Company acknowledges and accepts that a BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, accepts and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party Banco Santander, S.A., BNP Paribas, and Deutsche Bank AG, London Branch to it the Company under this Agreement or any Relevant 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 relevant BRRD Party Banco Santander, S.A., BNP Paribas, Deutsche Bank AG, London Branch or another person; , and the issue to or conferral on it the Company of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (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 or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU the Bail-in Powers by the Relevant Resolution Authority. (c) For the purpose of this Section 21:

Contractual Recognition of EU Bail-In Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party and any other party hereto, each counterparty to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under this Agreement or any Relevant 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 relevant BRRD Party or another person; and the issue to or conferral on it of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or (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 or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority.

Contractual Recognition of EU Bail-In Powers. 11.1 Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party of the Calculation Agent and any other party heretothe Issuer, each counterparty party to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement acknowledges and accepts that a any BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any a BRRD Party to it (the “Relevant BRRD Party”) under this Agreement or any Relevant 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 relevant Relevant BRRD Party or another person; , and the issue to or conferral on it in respect of such BRRD Liability of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (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 or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority. 11.2 For the purposes of this Clause 11:

Contractual Recognition of EU Bail-In Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party the Issuer and any other party heretothe Agents, each counterparty to a BRRD Party (including, for of the avoidance of doubt, the Issuer) under this Agreement acknowledges Agents acknowledge and accepts accept that a BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party the Issuer to it the Agents under this Agreement or any Relevant 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 relevant BRRD Party Issuer or another person; , and the issue to or conferral on it the Agents in respect of such BRRD Liability of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (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 or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority. €15,000,000,000 EURO MEDIUM TERM RETAINED COVERED BOND (PREMIUM) PROGRAMME Dated [●] 2024 [●] and OP MORTGAGE BANK (1) OP-ASUNTOLUOTTOPANKKI OYJ (the English translation of which is OP MORTGAGE BANK) (the “Issuer”); and (2) [●] of [●] (the “Calculation Agent”, which expression shall include any successor calculation agent appointed under this Agreement).

Contractual Recognition of EU Bail-In Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party and any other party of the parties hereto, each counterparty party to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement acknowledges and accepts that a any BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it party under this Agreement or any Relevant 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 relevant BRRD Party Liability obligor or another person; , and the issue to or conferral on it in respect of such BRRD Liability of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (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 or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority. (1) OP-ASUNTOLUOTTOPANKKI OYJ (the English translation of which is OP MORTGAGE BANK) (the Issuer); and (2) [●] of [●] (the Calculation Agent, which expression shall include any successor calculation agent appointed under this Agreement).

Contractual Recognition of EU Bail-In Powers. 20.1 Notwithstanding and to the exclusion of any other term of this Agreement or any Relevant Agreement or any other agreements, arrangements, or understanding between any BRRD Party the Agents and any other party heretothe Issuer, each counterparty party to a BRRD Party (including, for the avoidance of doubt, the Issuer) under this Agreement acknowledges and accepts that a any BRRD Liability arising under this Agreement or any Relevant Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any a BRRD Party to it (the “Relevant BRRD Party”) under this Agreement or any Relevant 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 relevant Relevant BRRD Party or another person; , and the issue to or conferral on it in respect of such BRRD Liability of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; and/or; (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) and the variation of the terms of this Agreement or any Relevant Agreement, or as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority. 20.2 For the purposes of this Clause 20: