Status of the Notes. The Notes constitute unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari pas- su with all other unsecured and unsubordinated obligations of the Issuer, unless such obligations are given priority under mandato- ry provisions of statutory law. In accordance with the German Act on Debt Securities of 2009 (Schuldverschreibungsgesetz; "SchVG") the Notes contain provi- sions pursuant to which Holders may agree by resolution to amend the terms and conditions ("Terms and Conditions") (with the consent of the Issuer) and to decide upon certain other mat- ters regarding the Notes. Resolutions of Holders properly adopted by vote taken without a meeting in accordance with the Terms and Conditions, are binding upon all Holders. Resolutions provid- ing for material amendments to the Terms and Conditions and which do cover any of the items provided for by Section 5 para- graph (3) Nos. 1-8 of the SchVG require a majority of not less than 75% of the votes cast. Resolutions regarding other amend- ments are passed by a simple majority of the votes cast.
Status of the Notes. The Notes are issued by the Issuer as Tier-2-Subordinated Notes. The Notes constitute unsecured and subordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other subordinated obligations of the Issuer. In the event of the dissolution, liquidation, insolvency, composition or other proceedings for the avoidance of insolvency of, or against the Issuer, such obligations will be subordinated to the claims of all unsubordinated creditors of the Issuer.