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

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:
(i) the reduction of all, or a portion, of the Amounts Due;
(ii) the conversion of all, or a portion, of the Amounts Due on the CD 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 the CD;
(iii) the cancellation of the CD;
(iv) the amendment or alteration of the maturity of the CD or amendment of the amount of interest payable on the CD, or the date on which the interest becomes payable, including by suspending payment for a temporary period;

(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
(i) the suspension of any payment or delivery obligation in accordance with Article 33a of BRRD as transposed by the relevant national law;
(ii) the suspension of any payment or delivery obligation in accordance with Article 69 of BRRD as transposed by the relevant national law;
(iii) the restriction of enforcement of any security interest in accordance with Article 70 of BRRD as transposed by the relevant national law; and
(iv) the suspension of any termination right under the CD 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 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.