Recognition of Bail-in and Other Resolution Actions with regard to certificates of deposit and time deposits issued by New York Branch

(1) Agreement and Acknowledgment with Respect to the Exercise of the Bail-in Power and taking of Resolution Actions

Notwithstanding and to the exclusion of any other term of one or more certificates of deposit or time deposits (each a “Deposit” and together the “Deposits”) issued by Landesbank Hessen-Thüringen Girozentrale, New York Branch (the “Issuer”) or any other agreements, arrangements, or understandings between the Issuer and any holder, by its acquisition of a Deposit, such holder (which, for the purposes of this clause, includes a holder of a beneficial interest in such Deposit), acknowledges and accepts that the Amounts Due arising under such Deposit may be subject to the exercise of bail-in powers and other resolution actions being taken by the relevant resolution authority, and acknowledges, accepts, consents, and agrees to be bound by:

(a) the effect of the exercise of the bail-in power or other resolution action by the relevant resolution authority, that may include and result in any of the following, or some combination thereof:

  • the reduction of all, or a portion, of the Amounts Due;
  • the conversion of all, or a portion, of the Amounts Due on such Deposit into shares, other securities or other obligations of the Issuer or another person (and the issue to or conferral on the holder of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of such Deposit;
  • the cancellation of such Deposit;
  • the amendment or alteration of the maturity of such Deposit or amendment of the amount of interest payable on such Deposit, or the date on which the interest becomes payable, including by suspending payment for a temporary period;

(b) the variation of the terms of such Deposit, if necessary, to give effect to the exercise of the bail-in power by the relevant resolution authority;

(c) the exercise of such further resolution powers of the relevant resolution authority referred to in Art. 71a of BRRD as transposed by the relevant national law with respect to the Issuer or any of its group institutions to which such Deposit may be subject;

(d) the exercise of powers by the relevant resolution authority to suspend or restrict rights and obligations arising from such Deposit under Articles 33a, 69, 70 and 71 of BRRD as transposed by the relevant national law and acknowledges, accepts, consents, and agrees that the conditions set out in Article 68 of BRRD as transposed by the relevant national law will apply;

(e) that such Deposit is bound by the effect of an application of

  • the suspension of any payment or delivery obligation in accordance with Article 33a of BRRD as transposed by the relevant national law;
  • the suspension of any payment or delivery obligation in accordance with Article 69 of BRRD as transposed by the relevant national law;
  • the restriction of enforcement of any security interest in accordance with Article 70 of BRRD as transposed by the relevant national law; and
  • the suspension of any termination right under such Deposit in accordance with Article 71 of BRRD as transposed by the relevant national law;

(f) the provisions of Article 68 of BRRD as transposed by the relevant national law; and

(g) that the contractual recognition terms in paragraphs (c) through (f) above are exhaustive on the matters described herein to the exclusion of any other agreements, arrangements or understandings between the parties relating to the subject matter of such Deposit.

(2) Definitions 

For the purposes of this section “Recognition of Bail-in and Other Resolution Actions” and any reference thereto,

(a) the “Amounts Due” are the principal amount of or outstanding amount, together with any accrued but unpaid interest, due on the relevant Deposits. References to such amounts will include amounts that have become due and payable, but which have not been paid, prior to the exercise of the bail-in power by the relevant resolution authority;

(b) the “bail-in power” is any write-down, conversion, transfer, modification, or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in Germany, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms (the “BRRD”) as amended from time to time, including but not limited to the German Act on Recovery and Resolution of Institutions and Financial Groups (Sanierungs- und Abwicklungsgesetz, the “German Recovery and Resolution Act”), as amended from time to time, or pursuant to, and in accordance with, Regulation 806/2014 establishing uniform rules and uniform procedures for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and Single Resolution Fund (the “SRM Regulation”) as amended from time to time, and the instruments, rules and standards created thereunder, pursuant to which (i) any obligation of a regulated entity (or other affiliate of such regulated entity) can be reduced, cancelled, modified, or converted into shares, other securities, or other obligations of such regulated entity or any other person (or suspended for a temporary period); and (ii) any contractual right governing an obligation of a regulated entity may be deemed to have been excercised;

(c) a reference to a “regulated entity” is to any entity referred to in Section 1 of the German Recovery and Resolution Act, or Article 2 of the SRM Regulation, as the case may be, in each case as amended from time to time, which includes certain credit institutions, investment firms, and certain of their parent or holding companies;

(d) reference to the “relevant resolution authority” is to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), the Single Resolution Board established pursuant to the SRM Regulation and defined therein, and/or any other authority entitled to exercise or participate in the exercise of any bail-in power or taking any other resolution action from time to time;

(e) reference to the “relevant national law” means Sections 66a, 82, 83, 84 and 144 of the German Recovery and Resolution Act (implementing Art. 33a, Art. 69, Art. 70, Art. 71 BRRD and Art. 68 BRRD, respectively) and Section 169 para 5 nos. 3 and 4 of the German Recovery and Resolution Act; and Sections 60a of the German Recovery and Resolution Act (implementing Art. 71a BRRD);

(f) a “resolution action” means the application of a resolution tool, the exercise of a resolution power referred to in Section 2 para. 3 No. 5 or the exercise of a power referred to in Section 60a of the German Recovery and Resolution Act, including the exercise of the bail-in power.

(3) Payments of Amounts Due, Events of Default and Notices

No repayment or payment of Amounts Due on any Deposit will become due and payable or be paid after the exercise of any bail-in power or taking of any other resolution action by the relevant resolution authority if and to the extent such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise.

Neither a reduction or cancellation, in part or in full, of the Amounts Due, the conversion thereof into another security or obligation of the Issuer or another person, as a result of the exercise of the bail-in power or other resolution action by the relevant resolution authority with respect to the Issuer, nor the exercise of the bail-in power or taking of other resolution action by the relevant resolution authority, with respect to any of the Deposits will be an event of default.

Upon the relevant resolution authority taking a resolution action (in particular upon the exercise of the bail-in power) with respect to any of the Deposits, the Issuer shall provide a written notice to the relevant issuing and paying agent or the relevant clearing system through which interests in such Deposits may be held from time to time as soon as practicable regarding such taking of a resolution action (such as the exercise of the bail-in power) for purposes of notifying holders of such occurrence. Any delay or failure by the Issuer to give such notice shall not affect the validity or enforceability of the resolution action (or its exercise) nor its effect on the Deposits.

By its acquisition of any Deposit, each holder (including each beneficial holder), to the extent permitted by applicable law, will waive any and all claims, in law and/or in equity, against the issuing and paying agent or similar relevant agent (the “Agent”) for, agrees not to initiate a suit against the Agent in respect of, and agrees that the Agent shall not be liable for, any action that the Agent takes, or abstains from taking, in any case in accordance with a resolution action (in particular the bail-in power) by the relevant resolution authority taken with respect to such Deposit.

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