Notwithstanding and to the exclusion of any other term of one or more certificates of deposit issued by Bayerische Landesbank, New York Branch, (“CD”) or any other agreements, arrangements, or understandings between Bayerische Landesbank (the “Issuer”) and any holder, by its acquisition of the CD, each 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 the Bail-in Power and other Resolution Actions being taken by the Relevant Resolution Authority, and acknowledges, accepts, consents, and agrees to be bound by:
For the purposes of this section “Recognition of Bail-in and Other Resolution Actions” and any reference thereto:
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 the relevant issuing and paying agent 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 relevant issuing and paying agent for, agrees not to initiate a suit against the relevant issuing and paying agent in respect of, and agrees that the relevant issuing and paying agent shall not be liable for, any action that the relevant issuing and paying 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.