Common use of Undertakings of the Company Clause in Contracts

Undertakings of the Company. The Company agrees with each of the Underwriters: (a) during the period of six months following the admission of the New Shares to trading, to take such actions as set out in § 45(1) no. 4 German Stock Exchange Act (Börsengesetz), if during this period any such correction of an initially inaccurate or incomplete statement in the Offer Documents is, in the judgement of the Company, after consultation of the Process Bank and its counsel, advisable under the circumstances; (b) to prepare all amendments or supplements to the Offer Documents necessary in order to comply with the applicable legal requirements, in a form approved by the Joint Bookrunners (such approval not to be unreasonably withheld); and to advise the Underwriters of any issuance by any governmental or regulatory authority of any order preventing or suspending the use of any Offer Document or the initiation or threatening of any proceeding for that purpose; (c) to make no amendment or supplement to the Offer Documents without (i) first consulting the Joint Bookrunners and, (ii) except as required by applicable law or stock exchange regulation, having received the prior written consent of the Joint Bookrunners, such consent not to be unreasonably delayed or withheld; (d) to furnish the Underwriters free of charge with copies of the Offer Documents and any amendments or supplements thereto in such quantities as the Underwriters may from time to time reasonably request, and if any of the Underwriters is required to deliver an Offer Document in connection with sales of any of the New Shares not sold in the Offering at any time prior to the expiration of six months after the Second Closing Date, upon the relevant Underwriter’s request but at the expense of such Underwriter to prepare and deliver as many copies as the relevant Underwriter may reasonably request of an amended Offer Document or a supplement to the Offer Document to facilitate such sale; (e) to apply the net proceeds from the Offering as described in the German Prospectus under the caption “Gründe für das Angebot und Verwendung des Emissionserlöses”, in the International Offering Circular under the caption “Reasons for the Offering and Use of Proceeds” and in the U.S. Prospectus under the caption “Use of Proceeds”; (f) to notify the Underwriters of any change affecting any of the warranties in Article 5(1) hereof at any time before the payment is made on each Closing Date, and that it will take all steps that may be reasonably expected by the Underwriters to remedy the change, including, but not limited to, the publication of the change in a supplement to the Offer Documents or otherwise; (g) not to (and to cause its affiliates not to) take, directly or indirectly, any action which is designed to or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the New Shares; this clause shall not include stabilization effected by the Underwriters made in consultation with the Company; (h) to take all action necessary to have the New Shares listed on the Stock Exchanges and the Subscription Rights admitted to trading on the Frankfurt Stock Exchange and the NYSE; (i) other than as set out in the Offer Documents, not to take any action prior to completion of the distribution of the Subscription Rights or the New Shares that will constitute or permit an offering or sale of Subscription Rights or New Shares, or possession or distribution of the Offer Documents or any amendment or supplement thereto, or possession or distribution of any other offering materials, in any country or jurisdiction other than in Germany, the United Kingdom and the United States, where action for that purpose is required; (j) to arrange for the qualification of the New Shares for offer and sale and delivery by the Underwriters through their respective affiliates or agents under the laws of such states of the United States as the Joint Bookrunners and the Company may jointly agree and shall maintain such qualifications in effect so long as required for the sale of the New Shares; provided, however, that, in connection therewith, the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not qualified. The Company will immediately advise the Underwriters of the receipt by the Company of any notification with respect to the suspension of the qualification of the New Shares, for sale in any such jurisdiction or the initiation or threatening of any proceedings for such purposes; (k) to comply with the requirements of Rule 424(b) under the Securities Act and to notify the Underwriters immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective or any amended U.S. Prospectus shall have been filed, (ii) of any request by the SEC for any amendment or supplement to the Registration Statement, the U.S. Prospectus or any permitted free writing prospectus or for additional information with respect thereto (except those relating to the offering of securities other than the New Shares) and (iii) of any notice of institution of proceedings for, or the issuance of the SEC of, any stop order suspending the use of the U.S. Prospectus, the Final U.S. Prospectus or any permitted free writing prospectus or of the suspension of the qualification of the New Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any of such purposes. The Company will make reasonable efforts to prevent the issuance of any stop order and, if any stop order is used, to obtain the lifting thereof at the earliest possible moment; (l) during the period when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of New Shares, the Company will give the Underwriters notice of its intention to file or prepare any amendment or supplement to the Registration Statement or the U.S. Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise, will furnish the Underwriters with copies (which may be in electronic form) of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Underwriters or counsel for the Underwriters shall reasonably object; (m) to furnish to the Underwriters and counsel for the Underwriters, without charge, conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith and documents incorporated or deemed to be incorporated by reference therein) and conformed copies of all consents and certificates of experts, and will also deliver to the Underwriters upon request, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits and documents incorporated by reference) for each of the Underwriters; (n) to furnish to each Underwriter, without charge, during the period when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with the sale of Offered Shares, such number of copies of the U.S. Prospectus (as amended), and documents incorporated by reference therein, as such Underwriter may reasonably request. In case any Underwriter is required to deliver a prospectus (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with the sale of the New Shares after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K under the Securities Act, the Company will prepare, at its expense, promptly upon request, such amendment or amendments to the Registration Statement and the U.S. Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act or Item 512(a) of Regulation S-K under the Securities Act, as the case may be; (o) to comply with the Securities Act and the Exchange Act with respect to the Offering so as to permit the completion of the distribution of the New Shares as contemplated in this Agreement and in the U.S. Prospectus. If at any time when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the New Shares as contemplated in this Agreement and described in the Offer Documents, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend the U.S. Prospectus (as then amended or supplemented) in order that the U.S. Prospectus (as then amended or supplemented) will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend the U.S. Prospectus (as then amended or supplemented) in order to comply with the requirements of the Securities Act, the Company will promptly prepare and file with the SEC such amendment or amendments or supplements as may be necessary to correct such statement or omission or to make the Registration Statement or the U.S. Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment as the Managers may reasonably request; (p) in respect of the Rump Offering, if applicable, to prepare a Final Term Sheet and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule. The Company will comply with Rule 433(g) under the Securities Act; (q) to timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to their security holders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act; (r) to pay the fees applicable to the Registration Statement in connection with the Offering within the time required by Rule 456(b)(l)(i) under the Securities Act and in compliance with Rule 456(r) under the Securities Act; (s) during the period commencing on the date hereof and ending six months after the date of first trading of the New Shares on the Stock Exchanges, without the prior written consent of the Process Bank, which consent may not be unreasonably withheld or delayed, the Company will not, to the extent permitted by German corporate law (im Rahmen des aktienrechtlich Zulässigen): (i) exercise an authorization pursuant to its articles of association to increase its capital; (ii) submit a proposal for a capital increase or the issuance of financial instruments convertible into shares of the Company or with option rights for shares of the Company to any meeting of the shareholders for resolution (except for authorizations pursuant to Section 202 or Section 221 (2) of the German Stock Corporation Act and the creation of a related conditional capital); (iii) offer, pledge, allot, issue (unless being required by applicable law), sell, contract to sell, sell any option to purchase or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares in its capital or any securities convertible into or exercisable or exchangeable for shares in its capital or enter into any swap or other arrangement that transfers to another, in whole or in part, the economic risk of ownership of shares in its capital, whether any such transaction described above is to be settled by delivery of shares in its capital or such other securities, in cash or otherwise. The foregoing restrictions will not apply to (i) the New Shares to be sold hereunder, (ii) contingent capital instruments issued by the Company mandatorily or voluntarily convertible into shares of the Company or other instruments related thereto, (iii) for the purpose of issuing or otherwise distributing or allocating shares of the Company or options for shares of the Company or other instruments related to shares of the Company to directors (including members of the management board or supervisory board) or employees of the Company or any of the Subsidiaries under a customary directors’(including members of the management board or supervisory board) and/or employees’ stock option, share participation or other employee incentive plan or otherwise related to equity compensation of directors (including members of the management board or supervisory board) or employees of the Company, (iv) sales of treasury shares (or derivative transactions related thereto) carried out in a manner consistent with the Company’s normal treasury activity, (v) hedging, market making and brokerage activities in the ordinary course of the Company’s or any of its affiliates trading activities, and (vi) transactions by the Company or any of its affiliates in execution of customer orders.

Undertakings of the Company. The So long as the Deposited Shares are represented by GDS', the Company agrees will: 7.1 use its best endeavours to maintain, so long as any GDS is outstanding, a listing for the GDS' on the Luxembourg Stock Exchange. For that purpose the Company will pay all fees and sign and deliver all undertakings required by the Luxembourg Stock Exchange in connection therewith. In the event that the listing on the Luxembourg Stock Exchange is not maintained, the Company will use its best endeavours with each the reasonable assistance of the UnderwritersDepositary (provided at the Company's expense) to obtain and maintain a listing of the GDS' on any other internationally recognised stock exchange in Europe; 7.2 use its best endeavours to procure the appointment of a successor depositary as soon as reasonably possible following the giving of a notice of the termination of the appointment of the Depositary or the receipt of a notice of resignation from the Depositary, such appointment to take effect from the date of termination specified in such notice; 7.3 inform the Depositary if any Shares or Certificates of Payment issued by it which may be deposited under Condition 1 do not, by reason of the date of issue or otherwise, rank pari passu in all respects with the other Deposited Shares or Certificates of Payment and of the total number of the Company's issued and outstanding Shares upon request for such information by the Depositary to the Company and provide forthwith upon request such additional information, facilities and assistance as may reasonably be requested by the Depositary to enable it to discharge the powers, rights and duties vested in it hereunder or under the Conditions; 7.4 unless prohibited by applicable law or regulation, give its consent to, and, if requested, use all reasonable endeavours to facilitate, any distribution, sale or subscription (which, without limitation, shall not include any registration of such distribution, sale or subscription under the Securities Act) by the Depositary or the Holders pursuant to Condition 1, 4, 5, 6, 7 or 10 (including the obtaining of legal opinions from counsel reasonably satisfactory to the Depositary and the Company concerning such matters as the Depositary may reasonably specify) and subject to the penultimate paragraph of Condition 7; 7.5 to the extent reasonably practicable take such action as may be required in obtaining or filing any authorisation, consent, registration, permit or report under Condition 11.2 and Clause 8.4; 7.6 send to the Depositary (so long as any GDS is outstanding) six copies in the English language (and shall make available to the Depositary, Custodian and any Agent as many further copies as they may reasonably require to satisfy requests from Holders) of: (ai) during the period of six months following the admission in respect of the New Shares to tradingfinancial year ended on 31 December 2003 and in respect of each financial year thereafter, to take such actions as set out in § 45(1) no. 4 German Stock Exchange Act the non-consolidated (Börsengesetz)and, if during this period any published for holders of Shares, consolidated) balance sheets as at the end of such correction financial year and the non-consolidated (and, if published for holders of an initially inaccurate or incomplete statement Shares, consolidated) statements of income for such financial year in the Offer Documents is, in the judgement respect of the Company, prepared in conformity with generally accepted accounting principles in ROC and reported upon by independent public accountants selected by the Company, as soon as practicable (and in any event within 180 days) after consultation the end of such year; and (ii) if the Company publishes semi-annual financial statements for holders of Shares, such semi-annual financial statements of the Process Bank Company as soon as practicable after the same are published and its counsel, advisable under in any event no later than three months after the circumstancesend of the period to which they relate; (biii) if the Company publishes quarterly statements for holders of Shares, such quarterly financial statements as soon as practicable after the same are published, and in any event no later than one month after the end of the period to prepare all amendments or supplements which they relate; 7.7 transmit to the Offer Documents necessary Depositary and the Custodian such number of copies of any notices referred to in order Condition 25 and other material (which contains information having a material bearing on the interests of Holders) furnished to comply with holders of the applicable legal requirements, Shares or other Deposited Property or such number of English translations of the originals if the originals were prepared in a form approved by the Joint Bookrunners (such approval not to be unreasonably withheld); and to advise the Underwriters of any issuance by any governmental or regulatory authority of any order preventing or suspending the use of any Offer Document or the initiation or threatening of any proceeding for that purpose; (c) to make no amendment or supplement to the Offer Documents without (i) first consulting the Joint Bookrunners andlanguage other than English, (ii) except as required by applicable law or stock exchange regulation, having received the prior written consent of the Joint Bookrunners, such consent not to be unreasonably delayed or withheld; (d) to furnish the Underwriters free of charge with copies of the Offer Documents and any amendments or supplements thereto in such quantities as the Underwriters may from time to time reasonably request, and if any of the Underwriters is required to deliver an Offer Document in connection with sales of any of the New Shares not sold in the Offering at any time prior to the expiration of six months after the Second Closing Date, upon the relevant Underwriter’s request but at the expense of such Underwriter to prepare and deliver as many copies as the relevant Underwriter Depositary may reasonably request and in particular, without prejudice to the generality of an amended Offer Document the foregoing, notify the Depositary as soon as practicable after the fixing of any record date for determining the right to receive dividends or distributions; and 7.8 in the event of any issue of additional Shares, Certificates of Payment or of other securities (including rights to subscribe or purchase Shares, Certificates of Payment or securities convertible or exchangeable for Shares) as a distribution with respect to the Deposited Shares or other Deposited Property represented by GDS' or a supplement further issue of Shares or Certificates of Payment to be represented by GDS', or further issues to Holders for cash of such additional Shares, Certificates of Payment or such other securities, the Company shall, at the cost of the Company, obtain and furnish to the Offer Document to facilitate such sale; (e) to apply the net proceeds Depositary a written opinion from the Offering as described counsel in the German Prospectus under the caption “Gründe für das Angebot und Verwendung des Emissionserlöses”, in the International Offering Circular under the caption “Reasons for the Offering and Use of Proceeds” and in the U.S. Prospectus under the caption “Use of Proceeds”; (f) to notify the Underwriters of any change affecting any of the warranties in Article 5(1) hereof at any time before the payment is made on each Closing Date, and that it will take all steps that may be reasonably expected by the Underwriters to remedy the change, including, but not limited to, the publication of the change in a supplement to the Offer Documents or otherwise; (g) not to (and to cause its affiliates not to) take, directly or indirectly, any action which is designed to or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the New Shares; this clause shall not include stabilization effected by the Underwriters made in consultation with the Company; (h) to take all action necessary to have the New Shares listed on the Stock Exchanges and the Subscription Rights admitted to trading on the Frankfurt Stock Exchange and the NYSE; (i) other than as set out in the Offer Documents, not to take any action prior to completion of the distribution of the Subscription Rights or the New Shares that will constitute or permit an offering or sale of Subscription Rights or New Shares, or possession or distribution of the Offer Documents or any amendment or supplement thereto, or possession or distribution of any other offering materials, in any country or jurisdiction other than in Germany, the United Kingdom and the United States, where action for that purpose is required; (j) which counsel shall be satisfactory to arrange for the qualification of Depositary and the New Shares for offer and sale and delivery by Company, stating whether or not the Underwriters through their respective affiliates or agents under the laws circumstances of such states of the United States issue are such as the Joint Bookrunners and the Company may jointly agree and shall maintain such qualifications in effect so long as required to make it necessary for the sale of the New Shares; provided, however, that, in connection therewith, the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not qualified. The Company will immediately advise the Underwriters of the receipt by the Company of any notification with respect to the suspension of the qualification of the New Shares, for sale in any such jurisdiction or the initiation or threatening of any proceedings for such purposes; (k) to comply with the requirements of Rule 424(b) registration statement under the Securities Act and to notify the Underwriters immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective or any amended U.S. Prospectus shall have been filed, (ii) of any request by the SEC for any amendment or supplement to the Registration Statement, the U.S. Prospectus or any permitted free writing prospectus or for additional information with respect thereto (except those relating to the offering of securities other than the New Shares) and (iii) of any notice of institution of proceedings for, or the issuance of the SEC of, any stop order suspending the use of the U.S. Prospectus, the Final U.S. Prospectus or any permitted free writing prospectus or of the suspension of the qualification of the New Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any of such purposes. The Company will make reasonable efforts to prevent the issuance of any stop order and, if any stop order is used, to obtain the lifting thereof at the earliest possible moment; (l) during the period when a prospectus is required by the Securities Act to be delivered (whether physically in effect prior to making such distribution or through compliance with Rule 172 under the Securities Act other issue available to investors or any similar rule) in connection with any sale of New Shares, the Company will give the Underwriters notice of its intention to file or prepare any amendment or supplement to the Registration Statement or the U.S. Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise, will furnish the Underwriters with copies owners of GDS' (which may be in electronic form) of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be) and, and will not file or use any such document to which the Underwriters or counsel for the Underwriters shall reasonably object; (m) to furnish to the Underwriters and counsel for the Underwriters, without charge, conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith and documents incorporated or deemed to be incorporated by reference therein) and conformed copies of all consents and certificates of experts, and will also deliver to the Underwriters upon request, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits and documents incorporated by reference) for each of the Underwriters; (n) to furnish to each Underwriter, without charge, during the period when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with the sale of Offered Shares, such number of copies of the U.S. Prospectus (as amended), and documents incorporated by reference therein, as such Underwriter may reasonably request. In case any Underwriter is required to deliver a prospectus (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with the sale of the New Shares after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K under the Securities Act, the Company will prepare, at its expense, promptly upon request, such amendment or amendments to the Registration Statement and the U.S. Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act or Item 512(a) of Regulation S-K under the Securities Act, as the case may be; (o) to comply with the Securities Act and the Exchange Act with respect to the Offering so as to permit the completion of the distribution of the New Shares as contemplated in this Agreement and in the U.S. Prospectus. If at any time when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the New Shares as contemplated in this Agreement and described in the Offer Documents, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend the U.S. Prospectus (as then amended or supplemented) in order that the U.S. Prospectus (as then amended or supplemented) will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counselcounsel a registration statement is required, at any such time to amend the Registration Statement or amend the U.S. Prospectus (as then amended or supplemented) stating that there is a registration statement in order to comply with the requirements of the Securities Act, the Company effect which will promptly prepare and file with the SEC such amendment or amendments or supplements as may be necessary to correct such statement or omission or to make the Registration Statement or the U.S. Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment as the Managers may reasonably request; (p) in respect of the Rump Offering, if applicable, to prepare a Final Term Sheet and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule. The Company will comply with Rule 433(g) under the Securities Act; (q) to timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to their security holders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act; (r) to pay the fees applicable to the Registration Statement in connection with the Offering within the time required by Rule 456(b)(l)(i) under the Securities Act and in compliance with Rule 456(r) under the Securities Act; (s) during the period commencing on the date hereof and ending six months after the date of first trading of the New Shares on the Stock Exchanges, without the prior written consent of the Process Bank, which consent may not be unreasonably withheld or delayed, the Company will not, to the extent permitted by German corporate law (im Rahmen des aktienrechtlich Zulässigen): (i) exercise an authorization pursuant to its articles of association to increase its capital; (ii) submit a proposal for a capital increase or cover the issuance of financial instruments convertible into shares such additional Shares, Certificates of the Company or with option rights for shares of the Company to any meeting of the shareholders for resolution (except for authorizations pursuant to Section 202 or Section 221 (2) of the German Stock Corporation Act and the creation of a related conditional capital); (iii) offer, pledge, allot, issue (unless being required by applicable law), sell, contract to sell, sell any option to purchase or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares in its capital or any securities convertible into or exercisable or exchangeable for shares in its capital or enter into any swap Payment or other arrangement that transfers to another, in whole or in part, the economic risk of ownership of shares in its capital, whether any such transaction described above is to be settled by delivery of shares in its capital or such other securities, in cash or otherwise. The foregoing restrictions will not apply to (i) the New Shares to be sold hereunder, (ii) contingent capital instruments issued by the Company mandatorily or voluntarily convertible into shares of the Company or other instruments related thereto, (iii) for the purpose of issuing or otherwise distributing or allocating shares of the Company or options for shares of the Company or other instruments related to shares of the Company to directors (including members of the management board or supervisory board) or employees of the Company or any of the Subsidiaries under a customary directors’(including members of the management board or supervisory board) and/or employees’ stock option, share participation or other employee incentive plan or otherwise related to equity compensation of directors (including members of the management board or supervisory board) or employees of the Company, (iv) sales of treasury shares (or derivative transactions related thereto) carried out in a manner consistent with the Company’s normal treasury activity, (v) hedging, market making and brokerage activities in the ordinary course of the Company’s or any of its affiliates trading activities, and (vi) transactions by the Company or any of its affiliates in execution of customer orders.

Undertakings of the Company. The Company hereby undertakes and agrees with each the Trustee that throughout the continuance of this Deed, the Company shall comply with the following, unless otherwise agreed to by the Trustee (in accordance with the Approved Instructions): (i) it will provide a compliance certificate duly certified by the Trustee to the Debenture Holders (on a half-yearly basis) certifying that the Company is in compliance with the terms and conditions of this Deed; (ii) maintain the asset cover sufficient to discharge the principal amounts of the UnderwritersDebentures at all times in accordance with the Transaction Documents and Applicable Law; (iii) it shall submit on half yearly / annual basis financial results to the Trustee and shall disclose the following items along with the financial results, if required in accordance with Applicable Law: (aA) during credit rating and change in credit rating (if any) in relation to the period of six months following the admission of the New Shares to trading, to take such actions as set out in § 45(1) no. 4 German Stock Exchange Act (Börsengesetz), if during this period any such correction of an initially inaccurate or incomplete statement in the Offer Documents is, in the judgement of the Company, after consultation of the Process Bank and its counsel, advisable under the circumstancesDebentures; (bB) to prepare all amendments previous due date for the payment of Interest / repayment of principal on the Debentures and whether the same has been paid or supplements to the Offer Documents necessary in order to comply with the applicable legal requirements, in a form approved by the Joint Bookrunners (such approval not to be unreasonably withheld); and to advise the Underwriters of any issuance by any governmental or regulatory authority of any order preventing or suspending the use of any Offer Document or the initiation or threatening of any proceeding for that purposenot; (cC) next due date for the payment of Interest/ principal along with the amount of Interest/ and the Redemption Amount; and (D) the DRR. (iv) every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision or change in the rating shall be promptly disclosed by the Company to make no amendment or supplement BSE in such manner as may be determined form time to the Offer Documents without (i) first consulting the Joint Bookrunners and, (ii) except as required time by applicable law or stock exchange regulation, having received the prior written consent of the Joint Bookrunners, such consent not to be unreasonably delayed or withheldBSE; (dv) to furnish all information and reports on the Underwriters free of charge with copies of Debentures, including compliance reports filed by the Offer Documents Company and any amendments or supplements thereto in such quantities as the Underwriters may from time to time reasonably requestTrustee, and if any of the Underwriters is required to deliver an Offer Document in connection with sales of any of the New Shares not sold in the Offering at any time prior shall be disseminated to the expiration Debenture Holders and the general public by placing them on the website of six months after the Second Closing Date, upon the relevant Underwriter’s request but at the expense of such Underwriter to prepare and deliver as many copies as the relevant Underwriter may reasonably request of an amended Offer Document or a supplement to the Offer Document to facilitate such sale; (e) to apply the net proceeds from the Offering as described in the German Prospectus under the caption “Gründe für das Angebot und Verwendung des Emissionserlöses”, in the International Offering Circular under the caption “Reasons for the Offering and Use of Proceeds” and in the U.S. Prospectus under the caption “Use of Proceeds”; (f) to notify the Underwriters of any change affecting any of the warranties in Article 5(1) hereof at any time before the payment is made on each Closing Date, and that it will take all steps that may be reasonably expected by the Underwriters to remedy the change, including, but not limited to, the publication of the change in a supplement to the Offer Documents or otherwise; (g) not to (and to cause its affiliates not to) take, directly or indirectly, any action which is designed to or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the New Shares; this clause shall not include stabilization effected by the Underwriters made in consultation with the Company; (hvi) to take all action necessary to have pay the New Shares listed stamp duty on the Stock Exchanges Debentures and on this Deed on or before the Subscription Rights admitted to trading on execution of this Deed and all the Frankfurt Stock Exchange expenses and charges for the NYSEregistration thereof; (ivii) other than as set out any modifications in the Offer Documents, not to take any action prior to completion terms and conditions of the distribution of Debentures shall be promptly disseminated to the Subscription Rights or the New Shares that will constitute or permit an offering or sale of Subscription Rights or New Shares, or possession or distribution of the Offer Documents or any amendment or supplement thereto, or possession or distribution of any other offering materials, in any country or jurisdiction other than in Germany, the United Kingdom and the United States, where action for that purpose is required;Credit Rating Agency; and (jviii) to arrange for the qualification of the New Shares for offer and sale and delivery by the Underwriters through their respective affiliates or agents under the laws of such states of the United States as the Joint Bookrunners and the Company may jointly agree and shall maintain such qualifications in effect so long as required for the sale of the New Shares; provided, however, that, in connection therewith, the Company shall not be obligated furnish to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not qualified. The Company will immediately advise the Underwriters of Trustee the receipt by the Company of any notification End Use Certificate with respect to the suspension of the qualification of the New Shares, for sale in any such jurisdiction or the initiation or threatening of any proceedings for such purposes; (k) to comply with the requirements of Rule 424(b) under the Securities Act and to notify the Underwriters immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective or any amended U.S. Prospectus shall have been filed, (ii) of any request by the SEC for any amendment or supplement to the Registration Statement, the U.S. Prospectus or any permitted free writing prospectus or for additional information with respect thereto (except those relating to the offering of securities other than the New Shares) and (iii) of any notice of institution of proceedings for, or the issuance of the SEC of, any stop order suspending the use of proceeds raised through the U.S. Prospectus, the Final U.S. Prospectus or any permitted free writing prospectus or issue of the suspension of the qualification of the New Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any of such purposes. The Company will make reasonable efforts to prevent the issuance of any stop order and, if any stop order is used, to obtain the lifting thereof at the earliest possible moment; (l) during the period when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of New Shares, the Company will give the Underwriters notice of its intention to file or prepare any amendment or supplement to the Registration Statement or the U.S. Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise, will furnish the Underwriters with copies (which may be in electronic form) of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Underwriters or counsel for the Underwriters shall reasonably object; (m) to furnish to the Underwriters and counsel for the Underwriters, without charge, conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith and documents incorporated or deemed to be incorporated by reference therein) and conformed copies of all consents and certificates of experts, and will also deliver to the Underwriters upon request, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits and documents incorporated by reference) for each of the Underwriters; (n) to furnish to each Underwriter, without charge, during the period when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with the sale of Offered Shares, such number of copies of the U.S. Prospectus (as amended), and documents incorporated by reference therein, as such Underwriter may reasonably request. In case any Underwriter is required to deliver a prospectus (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with the sale of the New Shares after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K under the Securities Act, the Company will prepare, at its expense, promptly upon request, such amendment or amendments to the Registration Statement and the U.S. Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act or Item 512(a) of Regulation S-K under the Securities Act, as the case may be; (o) to comply with the Securities Act and the Exchange Act with respect to the Offering so as to permit the completion of the distribution of the New Shares as contemplated in this Agreement and in the U.S. Prospectus. If at any time when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the New Shares as contemplated in this Agreement and described in the Offer Documents, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend the U.S. Prospectus (as then amended or supplemented) in order that the U.S. Prospectus (as then amended or supplemented) will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend the U.S. Prospectus (as then amended or supplemented) in order to comply with the requirements of the Securities Act, the Company will promptly prepare and file with the SEC such amendment or amendments or supplements as may be necessary to correct such statement or omission or to make the Registration Statement or the U.S. Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment as the Managers may reasonably request; (p) in respect of the Rump Offering, if applicable, to prepare a Final Term Sheet and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule. The Company will comply with Rule 433(g) under the Securities Act; (q) to timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to their security holders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act; (r) to pay the fees applicable to the Registration Statement in connection with the Offering within the time required by Rule 456(b)(l)(i) under the Securities Act and in compliance with Rule 456(r) under the Securities Act; (s) during the period commencing on the date hereof and ending six months after the date of first trading of the New Shares on the Stock Exchanges, without the prior written consent of the Process Bank, which consent may not be unreasonably withheld or delayed, the Company will not, to the extent permitted by German corporate law (im Rahmen des aktienrechtlich Zulässigen): (i) exercise an authorization pursuant to its articles of association to increase its capital; (ii) submit a proposal for a capital increase or the issuance of financial instruments convertible into shares of the Company or with option rights for shares of the Company to any meeting of the shareholders for resolution (except for authorizations pursuant to Section 202 or Section 221 (2) of the German Stock Corporation Act and the creation of a related conditional capital); (iii) offer, pledge, allot, issue (unless being required by applicable law), sell, contract to sell, sell any option to purchase or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares in its capital or any securities convertible into or exercisable or exchangeable for shares in its capital or enter into any swap or other arrangement that transfers to another, in whole or in part, the economic risk of ownership of shares in its capital, whether any such transaction described above is to be settled by delivery of shares in its capital or such other securities, in cash or otherwise. The foregoing restrictions will not apply to (i) the New Shares to be sold hereunder, (ii) contingent capital instruments issued by the Company mandatorily or voluntarily convertible into shares of the Company or other instruments related thereto, (iii) for the purpose of issuing or otherwise distributing or allocating shares of the Company or options for shares of the Company or other instruments related to shares of the Company to directors (including members of the management board or supervisory board) or employees of the Company or any of the Subsidiaries under a customary directors’(including members of the management board or supervisory board) and/or employees’ stock option, share participation or other employee incentive plan or otherwise related to equity compensation of directors (including members of the management board or supervisory board) or employees of the Company, (iv) sales of treasury shares (or derivative transactions related thereto) carried out in a manner consistent with the Company’s normal treasury activity, (v) hedging, market making and brokerage activities in the ordinary course of the Company’s or any of its affiliates trading activities, and (vi) transactions by the Company or any of its affiliates in execution of customer ordersDebentures.

Undertakings of the Company. The Company agrees with each of the Underwriters: (a) during the period of six months following the admission of the New Shares to trading, to take such actions as set out in § 45(1Section 23(2) no. 4 German Stock Exchange Securities Prospectus Act (BörsengesetzWertpapierprospektgesetz), if during this period any such correction of an initially inaccurate or incomplete statement in the Offer Documents is, in the judgement of the Company, after consultation of the Process Bank and its counsel, advisable under the circumstances; (b) to prepare all amendments or supplements to the Offer Documents necessary in order to comply with the applicable legal requirements, in a form approved by the Joint Bookrunners (such approval not to be unreasonably withheld); and to advise the Underwriters of any issuance by any governmental or regulatory authority of any order preventing or suspending the use of any Offer Document or the initiation or threatening of any proceeding for that purpose; (c) to make no amendment or supplement to the Offer Documents without (i) first consulting the Joint Bookrunners and, (ii) except as required by applicable law or stock exchange regulation, having received the prior written consent of the Joint Bookrunners, such consent not to be unreasonably delayed or withheld; (d) to furnish the Underwriters free of charge with copies of the Offer Documents and any amendments or supplements thereto in such quantities as the Underwriters may from time to time reasonably request, and if any of the Underwriters is required to deliver an Offer Document in connection with sales of any of the New Shares not sold in the Offering at any time prior to the expiration of six months after the Second Closing Date, upon the relevant Underwriter’s request but at the expense of such Underwriter to prepare and deliver as many copies as the relevant Underwriter may reasonably request of an amended Offer Document or a supplement to the Offer Document to facilitate such sale; (e) to apply the net proceeds from the Offering as described in the German Prospectus under the caption “Gründe für das Angebot und Verwendung des Emissionserlöses”, in and the International Offering Circular under the caption “Reasons for the Offering and Use of Proceeds” and in the U.S. Prospectus under the caption “Use of Proceeds”; (f) to notify the Underwriters of any change affecting any of the warranties in Article 5(1) hereof at any time before the payment is made on each Closing Date, and that it will take all steps that may be reasonably expected by the Underwriters to remedy the change, including, but not limited to, the publication of the change in a supplement to the Offer Documents or otherwise; (g) not to (and to cause its affiliates not to) take, directly or indirectly, any action which is designed to or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the New Shares; this clause shall not include stabilization effected by the Underwriters made in consultation with the Company; (h) to take all action necessary to have the New Shares listed on the Stock Exchanges and the Subscription Rights admitted to trading on the Frankfurt Stock Exchange and the NYSE; (i) other than as set out in the Offer Documents, not to take any action prior to completion of the distribution of the Subscription Rights or the New Shares that will constitute or permit an offering or sale of Subscription Rights or New Shares, or possession or distribution of the Offer Documents or any amendment or supplement thereto, or possession or distribution of any other offering materials, in any country or jurisdiction other than in Germany, the United Kingdom and the United States, where action for that purpose is required; (j) to arrange for the qualification of the New Shares for offer and sale and delivery by the Underwriters through their respective affiliates or agents under the laws of such states of the United States as the Joint Bookrunners and the Company may jointly agree and shall maintain such qualifications in effect so long as required for the sale of the New Shares; provided, however, that, in connection therewith, the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not qualified. The Company will immediately advise the Underwriters of the receipt by the Company of any notification with respect to the suspension of the qualification of the New Shares, for sale in any such jurisdiction or the initiation or threatening of any proceedings for such purposes; (k) to comply with the requirements of Rule 424(b) under the Securities Act and to notify the Underwriters immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective or any amended U.S. Prospectus shall have been filed, (ii) of any request by the SEC for any amendment or supplement to the Registration Statement, the U.S. Prospectus or any permitted free writing prospectus or for additional information with respect thereto (except those relating to the offering of securities other than the New Shares) and (iii) of any notice of institution of proceedings for, or the issuance of the SEC of, any stop order suspending the use of the U.S. Prospectus, the Final U.S. Prospectus or any permitted free writing prospectus or of the suspension of the qualification of the New Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any of such purposes. The Company will make reasonable efforts to prevent the issuance of any stop order and, if any stop order is used, to obtain the lifting thereof at the earliest possible moment; (l) during the period when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of New Shares, the Company will give the Underwriters notice of its intention to file or prepare any amendment or supplement to the Registration Statement or the U.S. Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise, will furnish the Underwriters with copies (which may be in electronic form) of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Underwriters or counsel for the Underwriters shall reasonably object; (m) to furnish to the Underwriters and counsel for the Underwriters, without charge, conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith and documents incorporated or deemed to be incorporated by reference therein) and conformed copies of all consents and certificates of experts, and will also deliver to the Underwriters upon request, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits and documents incorporated by reference) for each of the Underwriters; (n) to furnish to each Underwriter, without charge, during the period when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with the sale of Offered Shares, such number of copies of the U.S. Prospectus (as amended), and documents incorporated by reference therein, as such Underwriter may reasonably request. In case any Underwriter is required to deliver a prospectus (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with the sale of the New Shares after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to in accordance with Item 512(a) of Regulation S-K under the Securities Act, the Company will prepare, at its expense, promptly upon request, such amendment or amendments to the Registration Statement and the U.S. Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act or in accordance with Item 512(a) of Regulation S-K under the Securities Act, as the case may be; (o) to comply with the Securities Act and the Exchange Act with respect to the Offering so as to permit the completion of the distribution of the New Shares as contemplated in this Agreement and in the U.S. Prospectus. If at any time when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the New Shares as contemplated in this Agreement and described in the Offer Documents, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend the U.S. Prospectus (as then amended or supplemented) in order that the U.S. Prospectus (as then amended or supplemented) will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend the U.S. Prospectus (as then amended or supplemented) in order to comply with the requirements of the Securities Act, the Company will promptly prepare and file with the SEC such amendment or amendments or supplements as may be necessary to correct such statement or omission or to make the Registration Statement or the U.S. Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment as the Managers Underwriters may reasonably request; (p) in respect of the Rump Offering, if applicable, to prepare a Final Term Sheet and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule. The Company will comply with Rule 433(g) under the Securities Act; (q) to timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to their security holders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act; (r) to pay the fees applicable to the Registration Statement in connection with the Offering within the time required by Rule 456(b)(l)(i) under the Securities Act and in compliance with Rule 456(r457(r) under the Securities Act; (s) during the period commencing on the date hereof and ending six months after the date of first trading of the New Shares on the Stock Exchanges, without the prior written consent of the Process Bank, which consent may not be unreasonably withheld or delayed, the Company will not, to the extent permitted by German corporate law (im Rahmen des aktienrechtlich Zulässigen): (i) exercise an authorization pursuant to its articles of association to increase its capital; (ii) except for the proposals contained in the invitation for the annual general meeting 2014, submit a proposal for a capital increase or the issuance of financial instruments convertible into shares of the Company or with option rights for shares of the Company to any meeting of the shareholders for resolution (except for authorizations pursuant to Section 202 or Section 221 (2221(2) of the German Stock Corporation Act and the creation of a related conditional capital); (iii) offer, pledge, allot, issue (unless being required by applicable law), sell, contract to sell, sell any option to purchase or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares in its capital or any securities convertible into or exercisable or exchangeable for shares in its capital or enter into any swap or other arrangement that transfers to anothera third party, in whole or in part, the economic risk of ownership of shares in its capital, whether any such transaction described above is to be settled by delivery of shares in its capital or such other securities, in cash or otherwise. The foregoing restrictions will not apply to (i) the New Shares to be sold hereunder, (ii) contingent capital instruments (including the CRR/CRD 4 Additional Tier 1 (“AT1”) securities) issued or to be issued by the Company (aa) mandatorily or voluntarily convertible into shares of the Company Company, or (bb) being combined with any option, right or warrant to purchase any existing share or new share, or (cc) granting any participation rights (Genussrechte), or (dd) other instruments related theretoto or combining any such instruments described under (aa) – (cc), in each case irrespective of whether or not subscription rights will be granted to the shareholders of the Company, (iii) for the purpose of issuing or otherwise distributing or allocating shares of the Company or options for shares of the Company or other instruments related to shares of the Company to directors (including members of the management board Management Board or supervisory boardSupervisory Board) or employees of the Company or any of the its Subsidiaries under a customary directors’(including directors’ (including members of the management board Management Board or supervisory boardSupervisory Board) and/or employees’ stock option, share participation or other employee incentive plan or otherwise related to equity compensation of directors (including members of the management board Management Board or supervisory boardSupervisory Board) or employees of the Company, (iv) sales of treasury shares (or derivative transactions related thereto) carried out in a manner consistent with the Company’s normal treasury activity, (v) hedging, market making and brokerage activities in the ordinary course of the Company’s or any of its affiliates trading activities, and (vi) transactions by the Company or any of its affiliates in execution of customer orders.

Undertakings of the Company. The Company hereby undertakes and agrees with each the Trustee that throughout the continuance of this Deed, the Company shall comply with the following, unless otherwise agreed to by the Trustee (in accordance with the Approved Instructions): (i) it will provide a compliance certificate duly certified by the Trustee to the Debenture Holders (on a half-yearly basis) certifying that the Company is in compliance with the terms and conditions of this Deed; (ii) maintain the asset cover sufficient to discharge the principal amounts of the UnderwritersDebentures at all times in accordance with the Transaction Documents and Applicable Law; (iii) it shall submit on half yearly / annual basis financial results to the Trustee and shall disclose the following items along with the financial results, if required in accordance with Applicable Law: (aA) during credit rating and change in credit rating (if any) in relation to the period of six months following the admission of the New Shares to trading, to take such actions as set out in § 45(1) no. 4 German Stock Exchange Act (Börsengesetz), if during this period any such correction of an initially inaccurate or incomplete statement in the Offer Documents is, in the judgement of the Company, after consultation of the Process Bank and its counsel, advisable under the circumstancesDebentures; (bB) to prepare all amendments previous due date for the payment of Interest / repayment of principal on the Debentures and whether the same has been paid or supplements to the Offer Documents necessary in order to comply with the applicable legal requirements, in a form approved by the Joint Bookrunners (such approval not to be unreasonably withheld); and to advise the Underwriters of any issuance by any governmental or regulatory authority of any order preventing or suspending the use of any Offer Document or the initiation or threatening of any proceeding for that purposenot; (cC) next due date for the payment of Interest/ principal along with the amount of Interest/ and the Redemption Amount; and (D) the DRR. (iv) every credit rating obtained shall be periodically reviewed by the respective Credit Rating Agency and any revision or change in the rating shall be promptly disclosed by the Company to make no amendment or supplement BSE in such manner as may be determined form time to the Offer Documents without (i) first consulting the Joint Bookrunners and, (ii) except as required time by applicable law or stock exchange regulation, having received the prior written consent of the Joint Bookrunners, such consent not to be unreasonably delayed or withheldBSE; (dv) to furnish all information and reports on the Underwriters free of charge with copies of Debentures, including compliance reports filed by the Offer Documents Company and any amendments or supplements thereto in such quantities as the Underwriters may from time to time reasonably requestTrustee, and if any of the Underwriters is required to deliver an Offer Document in connection with sales of any of the New Shares not sold in the Offering at any time prior shall be disseminated to the expiration Debenture Holders and the general public by placing them on the website of six months after the Second Closing Date, upon the relevant Underwriter’s request but at the expense of such Underwriter to prepare and deliver as many copies as the relevant Underwriter may reasonably request of an amended Offer Document or a supplement to the Offer Document to facilitate such sale; (e) to apply the net proceeds from the Offering as described in the German Prospectus under the caption “Gründe für das Angebot und Verwendung des Emissionserlöses”, in the International Offering Circular under the caption “Reasons for the Offering and Use of Proceeds” and in the U.S. Prospectus under the caption “Use of Proceeds”; (f) to notify the Underwriters of any change affecting any of the warranties in Article 5(1) hereof at any time before the payment is made on each Closing Date, and that it will take all steps that may be reasonably expected by the Underwriters to remedy the change, including, but not limited to, the publication of the change in a supplement to the Offer Documents or otherwise; (g) not to (and to cause its affiliates not to) take, directly or indirectly, any action which is designed to or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the New Shares; this clause shall not include stabilization effected by the Underwriters made in consultation with the Company; (hvi) to take all action necessary to have pay the New Shares listed stamp duty on the Stock Exchanges Debentures and on this Deed on or before the Subscription Rights admitted to trading on execution of this Deed and all the Frankfurt Stock Exchange expenses and charges for the NYSEregistration thereof; (ivii) other than as set out any modifications in the Offer Documents, not to take any action prior to completion terms and conditions of the distribution of Debentures shall be promptly disseminated to the Subscription Rights or the New Shares that will constitute or permit an offering or sale of Subscription Rights or New Shares, or possession or distribution of the Offer Documents or any amendment or supplement thereto, or possession or distribution of any other offering materials, in any country or jurisdiction other than in Germany, the United Kingdom and the United States, where action for that purpose is required;Credit Rating Agencies; and (jviii) to arrange for the qualification of the New Shares for offer and sale and delivery by the Underwriters through their respective affiliates or agents under the laws of such states of the United States as the Joint Bookrunners and the Company may jointly agree and shall maintain such qualifications in effect so long as required for the sale of the New Shares; provided, however, that, in connection therewith, the Company shall not be obligated furnish to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not qualified. The Company will immediately advise the Underwriters of Trustee the receipt by the Company of any notification End Use Certificate with respect to the suspension of the qualification of the New Shares, for sale in any such jurisdiction or the initiation or threatening of any proceedings for such purposes; (k) to comply with the requirements of Rule 424(b) under the Securities Act and to notify the Underwriters immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective or any amended U.S. Prospectus shall have been filed, (ii) of any request by the SEC for any amendment or supplement to the Registration Statement, the U.S. Prospectus or any permitted free writing prospectus or for additional information with respect thereto (except those relating to the offering of securities other than the New Shares) and (iii) of any notice of institution of proceedings for, or the issuance of the SEC of, any stop order suspending the use of proceeds raised through the U.S. Prospectus, the Final U.S. Prospectus or any permitted free writing prospectus or issue of the suspension of the qualification of the New Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any of such purposes. The Company will make reasonable efforts to prevent the issuance of any stop order and, if any stop order is used, to obtain the lifting thereof at the earliest possible moment; (l) during the period when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of New Shares, the Company will give the Underwriters notice of its intention to file or prepare any amendment or supplement to the Registration Statement or the U.S. Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise, will furnish the Underwriters with copies (which may be in electronic form) of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Underwriters or counsel for the Underwriters shall reasonably object; (m) to furnish to the Underwriters and counsel for the Underwriters, without charge, conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith and documents incorporated or deemed to be incorporated by reference therein) and conformed copies of all consents and certificates of experts, and will also deliver to the Underwriters upon request, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits and documents incorporated by reference) for each of the Underwriters; (n) to furnish to each Underwriter, without charge, during the period when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with the sale of Offered Shares, such number of copies of the U.S. Prospectus (as amended), and documents incorporated by reference therein, as such Underwriter may reasonably request. In case any Underwriter is required to deliver a prospectus (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with the sale of the New Shares after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K under the Securities Act, the Company will prepare, at its expense, promptly upon request, such amendment or amendments to the Registration Statement and the U.S. Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act or Item 512(a) of Regulation S-K under the Securities Act, as the case may be; (o) to comply with the Securities Act and the Exchange Act with respect to the Offering so as to permit the completion of the distribution of the New Shares as contemplated in this Agreement and in the U.S. Prospectus. If at any time when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the New Shares as contemplated in this Agreement and described in the Offer Documents, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend the U.S. Prospectus (as then amended or supplemented) in order that the U.S. Prospectus (as then amended or supplemented) will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend the U.S. Prospectus (as then amended or supplemented) in order to comply with the requirements of the Securities Act, the Company will promptly prepare and file with the SEC such amendment or amendments or supplements as may be necessary to correct such statement or omission or to make the Registration Statement or the U.S. Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment as the Managers may reasonably request; (p) in respect of the Rump Offering, if applicable, to prepare a Final Term Sheet and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule. The Company will comply with Rule 433(g) under the Securities Act; (q) to timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to their security holders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act; (r) to pay the fees applicable to the Registration Statement in connection with the Offering within the time required by Rule 456(b)(l)(i) under the Securities Act and in compliance with Rule 456(r) under the Securities Act; (s) during the period commencing on the date hereof and ending six months after the date of first trading of the New Shares on the Stock Exchanges, without the prior written consent of the Process Bank, which consent may not be unreasonably withheld or delayed, the Company will not, to the extent permitted by German corporate law (im Rahmen des aktienrechtlich Zulässigen): (i) exercise an authorization pursuant to its articles of association to increase its capital; (ii) submit a proposal for a capital increase or the issuance of financial instruments convertible into shares of the Company or with option rights for shares of the Company to any meeting of the shareholders for resolution (except for authorizations pursuant to Section 202 or Section 221 (2) of the German Stock Corporation Act and the creation of a related conditional capital); (iii) offer, pledge, allot, issue (unless being required by applicable law), sell, contract to sell, sell any option to purchase or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares in its capital or any securities convertible into or exercisable or exchangeable for shares in its capital or enter into any swap or other arrangement that transfers to another, in whole or in part, the economic risk of ownership of shares in its capital, whether any such transaction described above is to be settled by delivery of shares in its capital or such other securities, in cash or otherwise. The foregoing restrictions will not apply to (i) the New Shares to be sold hereunder, (ii) contingent capital instruments issued by the Company mandatorily or voluntarily convertible into shares of the Company or other instruments related thereto, (iii) for the purpose of issuing or otherwise distributing or allocating shares of the Company or options for shares of the Company or other instruments related to shares of the Company to directors (including members of the management board or supervisory board) or employees of the Company or any of the Subsidiaries under a customary directors’(including members of the management board or supervisory board) and/or employees’ stock option, share participation or other employee incentive plan or otherwise related to equity compensation of directors (including members of the management board or supervisory board) or employees of the Company, (iv) sales of treasury shares (or derivative transactions related thereto) carried out in a manner consistent with the Company’s normal treasury activity, (v) hedging, market making and brokerage activities in the ordinary course of the Company’s or any of its affiliates trading activities, and (vi) transactions by the Company or any of its affiliates in execution of customer ordersDebentures.

Undertakings of the Company. The Company agrees undertakes that during the Subscription Period (except with each the prior sanction of the Underwriters:an Extraordinary Resolution): (a) during it will keep available for issue sufficient authorised but unissued share capital to satisfy in full the period exercise of six months following the admission of the New Shares to trading, to take such actions as set out in § 45(1) no. 4 German Stock Exchange Act (Börsengesetz), if during this period any such correction of an initially inaccurate or incomplete statement in the Offer Documents is, in the judgement of the Company, after consultation of the Process Bank and its counsel, advisable under the circumstancesall outstanding warrants; (b) to prepare all amendments it will not reduce any of its share capital or supplements to the Offer Documents necessary its share premium account or capital redemption reserve (other than by way of a distribution or capitalisation of a reserve which is expressly permitted by and is in order to comply accordance with the applicable legal requirements, terms of Schedule 3 (other than for a purchase of shares in a form approved by accordance with the Joint Bookrunners (such approval not to be unreasonably withheldSubscription Agreement); and to advise the Underwriters of any issuance by any governmental or regulatory authority of any order preventing or suspending the use of any Offer Document or the initiation or threatening of any proceeding for that purpose); (c) to it will not make no amendment a distribution of profits or supplement of reserves unless each Warrantholder receives at the same time a payment attributable to the Offer Documents without number of Ordinary Shares which the relevant Warrantholder would be entitled to receive if the Warrantholder had exercised his respective Subscription Rights in full on the record date for the distribution other than as may be necessary to provide UK Parent with sufficient funds to settle any applicable assessment of taxation or any professional fees and administration costs in the ordinary course of business (i) first consulting including any interest paid on the Joint Bookrunners and, (ii) except as required Subordinated Notes or the PIK Notes incurred by applicable law or stock exchange regulation, having received it pursuant to the prior written consent terms of the Joint Bookrunners, such consent not to be unreasonably delayed or withheldTransaction Documents); (d) to furnish the Underwriters free of charge with copies of the Offer Documents and any amendments it will not do anything which would, or supplements thereto could be reasonably expected to, result in such quantities as the Underwriters may from time to time reasonably request, and if any of the Underwriters is required to deliver an Offer Document in connection with sales of any of the New Ordinary Shares not sold in the Offering at any time prior being issued to the expiration of six months after the Second Closing Date, upon the relevant Underwriter’s request but Warrantholders at the expense of such Underwriter a discount to prepare and deliver as many copies as the relevant Underwriter may reasonably request of an amended Offer Document or a supplement to the Offer Document to facilitate such saletheir nominal value; (e) to apply it will not conclude terms for a Listing unless the net proceeds from Listing involves a quotation for all the Offering as described in Ordinary Shares which are the German Prospectus under subject of the caption “Gründe für das Angebot und Verwendung des Emissionserlöses”, in the International Offering Circular under the caption “Reasons for the Offering and Use of Proceeds” and in the U.S. Prospectus under the caption “Use of Proceeds”Warrants; (f) to notify the Underwriters of any change affecting any of the warranties in Article 5(1) hereof at any time before the payment is made on each Closing Date, and that it will take all steps that may be reasonably expected by not alter its Memorandum of Association or Articles of Association in force on the Underwriters to remedy the change, including, but not limited to, the publication date of the change this Instrument in a supplement to the Offer Documents or otherwise; (g) not to (and to cause its affiliates not to) take, directly or indirectly, any action way which is designed to or which constitutes or which might could reasonably be expected to cause or result in stabilization or manipulation have an adverse effect on the rights of the price of any security of the Company to facilitate the sale or resale of the New Shares; this clause shall not include stabilization effected by the Underwriters made in consultation with the Company; (h) to take all action necessary to have the New Shares listed on the Stock Exchanges and the Subscription Rights admitted to trading on the Frankfurt Stock Exchange and the NYSE; (i) other than as set out in the Offer Documents, not to take any action prior to completion of the distribution of the Subscription Rights or the New Shares that will constitute or permit an offering or sale of Subscription Rights or New Shares, or possession or distribution of the Offer Documents or any amendment or supplement thereto, or possession or distribution of any other offering materials, in any country or jurisdiction other than in Germany, the United Kingdom and the United States, where action for that purpose is required; (j) to arrange for the qualification of the New Shares for offer and sale and delivery by the Underwriters through their respective affiliates or agents under the laws of such states of the United States as the Joint Bookrunners and the Company may jointly agree and shall maintain such qualifications in effect so long as required for the sale of the New Shares; provided, however, that, in connection therewith, the Company shall not be obligated to file any general consent to service of process or to qualify as Warrantholders vis a foreign corporation in any jurisdiction in which it is not qualified. The Company will immediately advise the Underwriters of the receipt by the Company of any notification with respect to the suspension of the qualification of the New Shares, for sale in any such jurisdiction or the initiation or threatening of any proceedings for such purposes; (k) to comply with the requirements of Rule 424(b) under the Securities Act and to notify the Underwriters immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective or any amended U.S. Prospectus shall have been filed, (ii) of any request by the SEC for any amendment or supplement to the Registration Statement, the U.S. Prospectus or any permitted free writing prospectus or for additional information with respect thereto (except those relating to the offering of securities other than the New Shares) and (iii) of any notice of institution of proceedings for, or the issuance of the SEC of, any stop order suspending the use of the U.S. Prospectus, the Final U.S. Prospectus or any permitted free writing prospectus or of the suspension of the qualification of the New Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any of such purposes. The Company will make reasonable efforts to prevent the issuance of any stop order and, if any stop order is used, to obtain the lifting thereof at the earliest possible moment; (l) during the period when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of New Shares, the Company will give the Underwriters notice of its intention to file or prepare any amendment or supplement to the Registration Statement or the U.S. Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise, will furnish the Underwriters with copies (which may be in electronic form) of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Underwriters or counsel for the Underwriters shall reasonably object; (m) to furnish to the Underwriters and counsel for the Underwriters, without charge, conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith and documents incorporated or deemed to be incorporated by reference therein) and conformed copies of all consents and certificates of experts, and will also deliver to the Underwriters upon request, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits and documents incorporated by reference) for each of the Underwriters; (n) to furnish to each Underwriter, without charge, during the period when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with the sale of Offered Shares, such number of copies of the U.S. Prospectus (as amended), and documents incorporated by reference therein, as such Underwriter may reasonably request. In case any Underwriter is required to deliver a prospectus (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with the sale of the New Shares after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K under the Securities Act, the Company will prepare, at its expense, promptly upon request, such amendment or amendments to the Registration Statement and the U.S. Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act or Item 512(a) of Regulation S-K under the Securities Act, as the case may be; (o) to comply with the Securities Act and the Exchange Act with respect to the Offering so as to permit the completion of the distribution of the New Shares as contemplated in this Agreement and in the U.S. Prospectus. If at any time when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the New Shares as contemplated in this Agreement and described in the Offer Documents, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend the U.S. Prospectus (as then amended or supplemented) in order that the U.S. Prospectus (as then amended or supplemented) will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend the U.S. Prospectus (as then amended or supplemented) in order to comply with the requirements of the Securities Act, the Company will promptly prepare and file with the SEC such amendment or amendments or supplements as may be necessary to correct such statement or omission or to make the Registration Statement or the U.S. Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment as the Managers may reasonably request; (p) in respect of the Rump Offering, if applicable, to prepare a Final Term Sheet and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule. The Company will comply with Rule 433(g) under the Securities Act; (q) to timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to their security holders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act; (r) to pay the fees applicable to the Registration Statement in connection with the Offering within the time required by Rule 456(b)(l)(i) under the Securities Act and in compliance with Rule 456(r) under the Securities Act; (s) during the period commencing on the date hereof and ending six months after the date of first trading of the New Shares on the Stock Exchanges, without the prior written consent of the Process Bank, which consent may not be unreasonably withheld or delayed, the Company will not, to the extent permitted by German corporate law (im Rahmen des aktienrechtlich Zulässigen): (i) exercise an authorization pursuant to its articles of association to increase its capital; (ii) submit a proposal for a capital increase or the issuance of financial instruments convertible into shares of the Company or with option rights for shares of the Company to any meeting of the shareholders for resolution (except for authorizations pursuant to Section 202 or Section 221 (2) of the German Stock Corporation Act and the creation of a related conditional capital); (iii) offer, pledge, allot, issue (unless being required by applicable law), sell, contract to sell, sell any option to purchase or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares in its capital or any securities convertible into or exercisable or exchangeable for shares in its capital or enter into any swap or other arrangement that transfers to another, in whole or in part, the economic risk of ownership of shares in its capital, whether any such transaction described above is to be settled by delivery of shares in its capital or such other securities, in cash or otherwise. The foregoing restrictions will not apply to (i) the New Shares to be sold hereunder, (ii) contingent capital instruments issued by the Company mandatorily or voluntarily convertible into shares of the Company or other instruments related thereto, (iii) for the purpose of issuing or otherwise distributing or allocating shares of the Company or options for shares of the Company or other instruments related to shares of the Company to directors (including members of the management board or supervisory board) or employees of the Company or any of the Subsidiaries under a customary directors’(including members of the management board or supervisory board) and/or employees’ stock option, share participation or other employee incentive plan or otherwise related to equity compensation of directors (including members of the management board or supervisory board) or employees of the Company, (iv) sales of treasury shares (or derivative transactions related thereto) carried out in a manner consistent with the Company’s normal treasury activity, (v) hedging, market making and brokerage activities in vis the ordinary course of the Company’s or any of its affiliates trading activities, and (vi) transactions by the Company or any of its affiliates in execution of customer ordersshareholders.