Notwithstanding and to the exclusion of any other term of one or more certificates of deposit (“CD”) 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 the CD, each such holder (which, for the purposes of this clause, includes each holder of a beneficial interest in the CD), acknowledges and accepts that the Amounts Due arising under these CD 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:
(b) the variation of the terms of the CD, 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 that the CD may be subject to;
(d) the exercise of powers by the relevant resolution authority to suspend or restrict rights and obligations arising from such CD 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 the CD are bound by the effect of an application of
(f) the provisions of Article 68 of BRRD as transposed by the relevant national law; and
(g) that the contractual recognition terms in these paragraphs (c) through (f) 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 the CD.
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 CD. 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.
No repayment or payment of Amounts Due on the CD 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 the CD 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 the CD, the Issuer shall provide a written notice to DTC or any other clearing system through which interests in the CD 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 CD.
By its acquisition of the CD, 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 the CD.