Common use of Securities Subject to Resolution Measures Clause in Contracts

Securities Subject to Resolution Measures. The following provisions apply to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture, unless any such Security is a further issuance of Securities with the same terms as Securities originally issued prior to the date of this Third Supplemental Subordinated Indenture: (a) By acquiring any Securities, each Holder (including Beneficial Owners) shall be bound by and shall be deemed to consent to the imposition of any Resolution Measure by the competent resolution authority. (b) Under the relevant resolution laws and regulations as applicable to the Issuer from time to time, the Securities may be subject to the powers exercised by the competent resolution authority to: (i) write down, including write down to zero, the claims for payment of the principal amount, the interest amount or any other amount in respect of the Securities; (ii) convert the Securities into ordinary shares of (A) the Issuer, (B) any entity of the Issuer’s group or (C) any bridge bank, or other instruments qualifying as common equity tier 1 capital (and the issue to or conferral on the Holders (including the Beneficial Owners) of such ordinary shares or instruments); and/or (iii) apply any other resolution measure, including, but not limited to, (A) any transfer of the Securities to another entity, (B) the amendment, modification or variation of the terms and conditions of the Securities or (C) the cancellation of the Securities; (each, a “Resolution Measure”). For the avoidance of doubt, any non-payment by the Issuer arising out of any such Resolution Measure will not constitute a failure by the Issuer under the terms of the Securities or the Indenture to make a payment of principal of, interest on, or other amounts owing under the Securities. (c) By its acquisition of the Securities, each Holder (including each Beneficial Owner) shall be deemed irrevocably to have agreed: (i) to be bound by, to acknowledge and to accept any Resolution Measure and any amendment, modification or variation of the terms and conditions of the Securities to give effect to any Resolution Measure; (ii) that it will have no claim or other right against the Issuer arising out of any Resolution Measure; and (iii) that the imposition of any Resolution Measure will not constitute a default or an Event of Default (A) under the Securities, (B) under the Indenture or (C) for the purpose of, but only to the fullest extent permitted by, the Trust Indenture Act (including, without limitation, Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act). (d) The terms and conditions of the Securities shall continue to apply in relation to the residual principal amount of, or outstanding amount payable in respect of, the Securities, subject to any modification of the amount of interest payable, if any, to reflect the reduction of the principal amount, and any further modification of the terms that the competent resolution authority may decide in accordance with applicable laws and regulations relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the Federal Republic of Germany. (e) No repayment of any then-current principal amount of the Securities or payment of interest or any other amount thereon (to the extent of the portion thereof affected by the imposition of a Resolution Measure) shall become due and payable after the imposition of any Resolution Measure by the competent resolution authority, unless such repayment or payment would be permitted to be made by the Issuer under the laws and regulations of the Federal Republic of Germany then applicable to the Issuer. (f) By its acquisition of the Securities, each Holder (including each Beneficial Owner) waives, to the fullest extent permitted by the Trust Indenture Act and applicable law, any and all claims against the Trustee and the Agents for, agrees not to initiate a suit against the Trustee or the Agents in respect of, and agrees that the Trustee and the Agents shall not be liable for, any action that the Trustee or any of the Agents takes, or abstains from taking, in either case in accordance with the imposition of a Resolution Measure by the competent resolution authority with respect to the Securities. (g) Upon the imposition of a Resolution Measure by the competent resolution authority with respect to the Securities, the Issuer shall provide a written notice directly to the Holders in accordance with Section 11.04 of the Indenture as soon as practicable regarding such imposition of a Resolution Measure by a competent resolution authority for purposes of notifying Holders of such occurrence. The Issuer shall also deliver a copy of such notice to the Trustee and the Agents for information purposes only, and the Trustee and the Agents shall be entitled to rely, and will not be liable for relying, on the competent resolution authority and the Resolution Measure identified in such notice. Any delay or failure by the Issuer to give notice shall not affect the validity or enforceability of any Resolution Measure nor the effects thereof on the Securities. (h) If the Issuer has elected to redeem any Securities but the competent resolution authority has imposed a Resolution Measure with respect to the Securities prior to the payment of the redemption amount for the Securities, the relevant redemption notice, if any, shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable. (i) Upon the imposition of any Resolution Measure by the competent resolution authority, the Trustee shall not be required to take any further directions from Holders of the Securities under Section 5.09 of the Indenture, which section authorizes Holders of a majority in aggregate principal amount of the Securities at the time Outstanding to direct certain actions relating to the Securities, and if any such direction was previously given under Section 5.09 of the Indenture to the Trustee by the Holders, it shall automatically cease to be effective, be null and void and have no further effect. The Indenture shall impose no duties, obligations or liabilities upon the Trustee or the Agents whatsoever with respect to the imposition of any Resolution Measure by the competent resolution authority, and the Trustee and the Agents shall be fully protected in acting or refraining from acting in accordance with a Resolution Measure. Notwithstanding the foregoing, if, following completion of the imposition of a Resolution Measure by the competent resolution authority, the Securities remain outstanding (for example, if the imposition of a Resolution Measure results in only a partial write-down of the principal of the Securities), then the Trustee’s and the Agents’ duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Issuer, the Trustee and the Agents agree pursuant to a supplemental indenture, unless the Issuer, the Trustee and the Agents agree that a supplemental indenture is not necessary. (j) By the acquisition of the Securities, each Holder (including each Beneficial Owner) shall be deemed irrevocably to have (i) consented to the imposition of any Resolution Measure as it may be imposed without any prior notice by the competent resolution authority of its decision to exercise such power with respect to the Securities, (ii) authorized, directed and requested the Depositary and any direct participant in the Depositary or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the imposition of any Resolution Measure with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holders of the Securities, the Trustee or the Agents, and (iii) acknowledged and accepted that the provisions contained in this Section 1.02 are exhaustive on the matters described this Section 1.02 to the exclusion of any other agreements, arrangements or understandings between it and the Issuer relating to the terms and conditions of the Securities. (k) If the competent resolution authority imposes a Resolution Measure with respect to less than the total outstanding principal amount of the Securities, unless the Trustee or the Agents are otherwise instructed by the Issuer or the competent resolution authority, any cancellation, write-off or conversion into equity made in respect of the Securities pursuant to the Resolution Measure will be made on a substantially pro rata basis among the Securities of any series. (l) The Issuer’s obligations to indemnify the Trustee and the Agents in accordance with Sections 6.02 and 6.06 of the Indenture shall survive the imposition of a Resolution Measure by the competent resolution authority with respect to the Securities.

Securities Subject to Resolution Measures. The following provisions apply to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture, unless any such Security is a further issuance of Securities with the same terms as Securities originally issued prior to the date of this Third Supplemental Subordinated Indenture: (a) By acquiring any the Securities, each Holder the Holders (including the Beneficial Owners) shall be bound by and shall be deemed to consent to the imposition of any Resolution Measure by the competent resolution authority. (ba) Under the relevant resolution laws and regulations as applicable to the Issuer from time to time, the Securities may be subject to the powers exercised by the competent resolution authority to: (i) write down, including write down to zero, the claims for payment of the principal amount, the interest amount amount, if any, or any other amount in respect of the Securities; (ii) convert the Securities into ordinary shares of (Ai) the Issuer, Issuer or (Bii) any group entity of the Issuer’s group or (Ciii) any bridge bank, bank or other instruments of ownership of such entities qualifying as common equity tier 1 one capital (and the issue to or conferral on the Holders (including the Beneficial Owners) of such ordinary shares or instruments); and/or (iii) apply any other resolution measure, including, but not limited to, (A) any transfer of the Securities to another entity, (B) the amendment, modification or variation of the terms and conditions of the Securities or (C) the cancellation of the Securities; (each, a “Resolution Measure”). For the avoidance of doubt, any non-payment by the Issuer arising out of any such Resolution Measure will not constitute a failure by the Issuer under the terms of the Securities or the this Indenture to make a payment of principal of, interest on, or other amounts owing under the Securities. (cb) By its acquisition of the Securities, each Holder (including each Beneficial Owner) shall be deemed irrevocably to have agreed: (i) to be bound by, to acknowledge and to accept any Resolution Measure and any amendment, modification or variation of the terms and conditions of the Securities to give effect to any Resolution Measure; (ii) that it will have no claim or other right against the Issuer arising out of any Resolution Measure; and (iii) that the imposition of any Resolution Measure will not constitute a default or an Event of Default or a default (A) under the Securities, (B) under the this Indenture or (C) for the purpose of, but only to the fullest extent permitted by, the Trust Indenture Act (including, without limitation, Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act). (dc) The terms and conditions of the Securities shall continue to apply in relation to the residual principal amount of, or outstanding amount payable in respect of, the Securities, subject to any modification of the amount of interest payable, if any, to reflect the reduction of the principal amount, and any further modification of the terms that the competent resolution authority may decide in accordance with applicable laws and regulations relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the Federal Republic of Germany. (ed) No repayment of any then-current principal amount of the Securities or payment of interest or any other amount thereon (to the extent of the portion thereof affected by the imposition of a Resolution Measure) shall become due and payable after the imposition of any Resolution Measure by the competent resolution authority, unless such repayment or payment would be permitted to be made by the Issuer under the laws and regulations of the Federal Republic of Germany then applicable to the Issuer. (fe) By its acquisition of the Securities, each Holder (including each Beneficial Owner) waives, to the fullest extent permitted by the Trust Indenture Act and applicable law, any and all claims against the Trustee and or the Agents for, agrees not to initiate a suit against the Trustee or the Agents in respect of, and agrees that the Trustee and the Agents shall not be liable for, any action that the Trustee or any of the Agents takestake, or abstains abstain from taking, in either case in accordance with the imposition of a Resolution Measure by the competent resolution authority with respect to the Securities. (gf) Upon the imposition of a Resolution Measure by the competent resolution authority with respect to the Securities, the Issuer shall provide a written notice directly to the Holders in accordance with Section 11.04 of the Indenture 12.04 as soon as practicable regarding such imposition of a Resolution Measure by a the competent resolution authority for purposes of notifying Holders of such occurrence. The Issuer shall also deliver a copy of such notice to the Trustee and the Agents for information purposes onlypurposes, and the Trustee and the Agents shall be entitled to rely, and will not be liable for relying, on the competent resolution authority and the Resolution Measure identified in such notice. Any delay or failure by the Issuer to give notice shall not affect the validity or enforceability of any Resolution Measure nor the effects thereof on the Securities. (hg) If any Securities are called or being called for redemption by the Issuer has elected or submitted or being submitted by the Holders for repurchase by the Issuer pursuant to redeem any Securities the Holders’ option to require the Issuer to repurchase such Securities, but the competent resolution authority has imposed a Resolution Measure with respect to the Securities prior to the payment of the redemption amount for the Securitiesor repurchase amount, the relevant redemption or repurchase notice, if any, shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption or repurchase amount will be due and payable. (ih) Upon the imposition of any Resolution Measure by the competent resolution authority, the Trustee shall not be required to take any further directions from Holders of the Securities under Section 5.09 of the Indenture5.09, which section authorizes Holders of a majority in aggregate principal amount of the Securities at the time Outstanding to direct certain actions relating to the Securities, and if any such direction was previously given under Section 5.09 of the Indenture to the Trustee by the Holders, it shall automatically cease to be effective, be null and void and have no further effect. The This Indenture shall impose no duties, obligations or liabilities upon the Trustee or the Agents whatsoever with respect to the imposition of any Resolution Measure by the competent resolution authority, and the . The Trustee and the Agents shall be fully protected in acting or refraining from acting in accordance with a Resolution Measure. Notwithstanding the foregoing, if, following completion of the imposition of a Resolution Measure by the competent resolution authority, the Securities remain outstanding (for example, if the imposition of a Resolution Measure results in only a partial write-down of the principal of the Securities), then the Trustee’s and the Agents’ each Agent’s duties under the this Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Issuer, the Trustee and the Agents agree pursuant to a supplemental indenture, unless the Issuer, the Trustee and the Agents agree that a supplemental indenture is not necessary. (ji) By the acquisition of the Securities, each Holder (including each Beneficial Owner) shall be deemed irrevocably to have (i) consented to the imposition of any Resolution Measure as it may be imposed without any prior notice by the competent resolution authority of its decision to exercise such power with respect to the Securities, (ii) authorized, directed and requested the Depositary and any direct participant in the Depositary or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the imposition of any Resolution Measure with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holders of the Securities, the Trustee or the Agents, Agents and (iii) acknowledged and accepted that the provisions contained in this Section 1.02 are exhaustive on the matters described in this Section 1.02 to the exclusion of any other agreements, arrangements or understandings between it and the Issuer relating to the terms and conditions of the Securities. (kj) If the competent resolution authority imposes a Resolution Measure with respect to less than the total outstanding principal amount of the Securities, unless the Trustee or the Agents are otherwise instructed by the Issuer or the competent resolution authority, any cancellation, write-off or conversion into equity made in respect of the Securities pursuant to the Resolution Measure will be made on a substantially pro rata basis among the Securities of any series. (l) . The Issuer’s obligations to indemnify the Trustee and the Agents in accordance with Sections 6.02 7.02 and 6.06 of the Indenture 7.06 shall survive the imposition of a Resolution Measure by the competent resolution authority with respect to the Securities.

Securities Subject to Resolution Measures. The following provisions apply to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture, unless any such Security is a further issuance of Securities with the same terms as Securities originally issued prior to the date of this Third Supplemental Subordinated Indenture: (a) By acquiring any the Securities, each Holder the Holders (including the Beneficial Owners) shall be bound by and shall be deemed to consent to the imposition of any Resolution Measure by the competent resolution authority. (ba) Under the relevant resolution laws and regulations as applicable to the Issuer from time to time, the Securities may be subject to the powers exercised by the competent resolution authority to: (i) write down, including write down to zero, the claims for payment of the principal amount, the interest amount amount, if any, or any other amount in respect of the Securities; (ii) convert the Securities into ordinary shares of (A) the Issuer, Issuer or (B) any group entity of the Issuer’s group or (C) any bridge bank, bank or other instruments of ownership of such entities qualifying as common equity tier 1 one capital (and the issue to or conferral on the Holders (including the Beneficial Owners) of such ordinary shares or instruments); and/or (iii) apply any other resolution measure, including, but not limited to, (A) any transfer of the Securities to another entity, (B) the amendment, modification or variation of the terms and conditions of the Securities or (C) the cancellation of the Securities; (each, a “Resolution Measure”). For the avoidance of doubt, any non-payment by the Issuer arising out of any such Resolution Measure will not constitute a failure by the Issuer under the terms of the Securities or the this Indenture to make a payment of principal of, interest on, or other amounts owing under the Securities. (cb) By its acquisition of the Securities, each Holder (including each Beneficial Owner) shall be deemed irrevocably to have agreed: (i) to be bound by, to acknowledge and to accept any Resolution Measure and any amendment, modification or variation of the terms and conditions of the Securities to give effect to any Resolution Measure; (ii) that it will have no claim or other right against the Issuer arising out of any Resolution Measure; and (iii) that the imposition of any Resolution Measure will not constitute a default or an Event of Default or a default (A) under the Securities, (B) under the this Indenture or (C) for the purpose of, but only to the fullest extent permitted by, the Trust Indenture Act (including, without limitation, Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act)) and applicable law. (dc) The terms and conditions of the Securities shall continue to apply in relation to the residual principal amount of, or outstanding amount payable in respect of, the Securities, subject to any modification of the amount of interest payable, if any, to reflect the reduction of the principal amount, and any further modification of the terms that the competent resolution authority may decide in accordance with applicable laws and regulations relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the Federal Republic of Germany. (ed) No repayment of any then-current principal amount of the Securities or payment of interest or any other amount thereon (to the extent of the portion thereof affected by the imposition of a Resolution Measure) shall become due and payable after the imposition of any Resolution Measure by the competent resolution authority, unless such repayment or payment would be permitted to be made by the Issuer under the laws and regulations of the Federal Republic of Germany then applicable to the Issuer. (fe) By its acquisition of the Securities, each Holder (including each Beneficial Owner) waives, to the fullest extent permitted by the Trust Indenture Act and applicable law, any and all claims against the Trustee and or the Agents for, agrees not to initiate a suit against the Trustee or the Agents in respect of, and agrees that the Trustee and the Agents shall not be liable for, any action that the Trustee or any of the Agents takestake, or abstains abstain from taking, in either case in accordance with the imposition of a Resolution Measure by the competent resolution authority with respect to the Securities. (gf) Upon the imposition of a Resolution Measure by the competent resolution authority with respect to the Securities, the Issuer shall provide a written notice directly to the clearing system or clearing systems and to Holders in accordance with Section 11.04 of the Indenture Section12.04 as soon as practicable regarding such imposition of a Resolution Measure by a the competent resolution authority for purposes of notifying Holders of such occurrence. The Issuer shall also deliver a copy of such notice to the Trustee and the Agents for information purposes onlypurposes, and the Trustee and the Agents shall be entitled to rely, and will not be liable for relying, on the competent resolution authority and the Resolution Measure identified in such notice. Any delay or failure by the Issuer to give notice shall not affect the validity or enforceability of any Resolution Measure nor the effects thereof on the Securities. (hg) If the Issuer has elected to redeem any Securities are called or being called for redemption or repurchase by the Issuer, but the competent resolution authority has imposed a Resolution Measure with respect to the Securities prior to the payment of the redemption amount for the Securitiesor repurchase amount, the relevant redemption or repurchase notice, if any, shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption or repurchase amount will be due and payable. (ih) Upon the imposition of any Resolution Measure by the competent resolution authority, the Trustee shall not be required to take any further directions from Holders of the Securities under Section 5.09 of the Indenture5.09, which section authorizes Holders of a majority in aggregate principal amount of the Securities at the time Outstanding to direct certain actions relating to the Securities, and if any such direction was previously given under Section 5.09 of the Indenture to the Trustee by the Holders, it shall automatically cease to be effective, be null and void and have no further effect. The This Indenture shall impose no duties, obligations or liabilities upon the Trustee or the Agents whatsoever with respect to the imposition of any Resolution Measure by the competent resolution authority, and the . The Trustee and the Agents shall be fully protected in acting or refraining from acting in accordance with a Resolution Measure. Notwithstanding the foregoing, if, following completion of the imposition of a Resolution Measure by the competent resolution authority, the Securities remain outstanding (for example, if the imposition of a Resolution Measure results in only a partial write-down of the principal of the Securities), then the Trustee’s and the Agents’ each Agent’s duties under the this Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Issuer, the Trustee and the Agents agree pursuant to a supplemental indenture, unless the Issuer, the Trustee and the Agents agree that a supplemental indenture is not necessary. (ji) By the acquisition of the Securities, each Holder (including each Beneficial Owner) shall be deemed irrevocably to have (i) consented to the imposition of any Resolution Measure as it may be imposed without any prior notice by the competent resolution authority of its decision to exercise such power with respect to the Securities, (ii) authorized, directed and requested the Depositary and any direct participant in the Depositary or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the imposition of any Resolution Measure with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holders of the Securities, the Trustee or the Agents, Agents and (iii) acknowledged and accepted that the provisions contained in this Section 1.02 are exhaustive on the matters described in this Section 1.02 to the exclusion of any other agreements, arrangements or understandings between it and the Issuer relating to the terms and conditions of the Securities. (kj) If the competent resolution authority imposes a Resolution Measure with respect to less than the total outstanding principal amount of the Securities, unless the Trustee or the Agents are otherwise instructed by the Issuer or the competent resolution authority, any cancellation, write-off or conversion into equity made in respect of the Securities pursuant to the Resolution Measure will be made on a substantially pro rata basis among the Securities of any series. (l) The Issuer’s . Any obligations of the Holders to indemnify the Trustee and the Agents in accordance with Sections 6.02 and 6.06 of the under this Indenture shall survive the imposition of a Resolution Measure by the competent resolution authority with respect to the Issuer or the Securities. To the extent not otherwise specifically precluded by a Resolution Measure (whether or not such Resolution Measure is expressly referring to the relevant indemnities or is precluding the relevant indemnities generally), the Issuer’s obligations to indemnify the Trustee and the Agents in accordance with Sections and 7.06 shall survive the imposition of a Resolution Measure by the competent resolution authority with respect to the Issuer or the Securities. For the avoidance of doubt, any and all amounts due and owing to the Trustee under any provision of the Indenture shall be payable within six (6) days of the date specified for payment or where no date is specified, the date on which the Trustee demands payment in accordance with the applicable provision of the Indenture.