or converted into common equity tier 1 instruments in accordance with their order of priority, and (iv) thereafter, unsecured and unsubordinated
bail-in able liabilities such as those under the eligible liability senior debt securities, the senior debt securities, the senior debt funding securities and the warrants being
written down on a permanent basis or converted into common equity tier 1 instruments in accordance with their order of priority.
In the event of the imposition of
any Resolution Measure in respect of us, you would have no claim or other right against us arising out of such Resolution Measure, and we would have no obligation to make payments under the capital securities, debt securities or warrants following
the imposition of such Resolution Measure. In particular, the imposition of any Resolution Measure will not constitute a default or an event of default under the capital securities, debt securities or warrants, or under the capital securities
indenture, the subordinated indenture, the eligible liabilities senior indenture, the senior indenture, the senior debt funding indenture or the warrant agreement, as applicable, or give you any other right to accelerate or terminate the capital
securities, debt securities or warrants.
There is some uncertainty as to what protections, if any, will be available to holders of securities that are subject to a
Resolution Measure and to the additional resolution powers that may be granted to the competent resolution authority. Under the Resolution Act, there are certain limited judicial proceedings available to challenge any Resolution Measure taken by the
competent resolution authority. Limited judicial proceedings to challenge Resolution Measures under the SRM Regulation (including possible proceedings before the European Court of Justice) may also be available. However, it remains unclear what
remedies may be available to holders commencing such proceedings. In addition, by your acquisition of the capital securities, debt securities or warrants, you waive (in the case of the capital securities and the debt securities, to the fullest
extent permitted by the Trust Indenture Act and applicable law) any and all claims against the relevant trustee, the relevant agents and the warrant agent, as applicable, for, agree not to initiate a suit against the relevant trustee, the relevant
agents or the warrant agent in respect of, and agree that the relevant trustee, the relevant agents and the warrant agent will not be liable for, any action that the relevant trustee, the relevant agents or the warrant agent takes, or abstains from
taking, in either case in accordance with the imposition of a Resolution Measure by the competent resolution authority with respect to the capital securities, debt securities or warrants. Accordingly, you may have limited or circumscribed rights to
challenge any decision of the competent resolution authority to impose any Resolution Measure. The application of any Resolution Measure to the purchase contracts and units will be described in the applicable prospectus supplement we will file in
connection with their issuance.
The extent to which the principal amount of, or other amount payable or deliverable with respect to, any of the securities may be
subject to a Resolution Measure may depend on a number of factors that may be outside our control, and it will be difficult to predict when, if at all, a Resolution Measure might become applicable to us in our individual case. Accordingly, secondary
market trading in any of the securities may not follow the trading behavior associated with other types of securities issued by other financial institutions that may be or have been subject to a Resolution Measure. You may lose part or all of your
investment in the securities if a Resolution Measure becomes applicable to us, even though the capital securities, debt securities and warrants are governed by New York law (other than, as the case may be, the provisions regarding their ranking and
status or subordination, if applicable, which are governed by German law).
Our obligations under the capital securities and the subordinated debt securities
are deeply subordinated obligations. In a resolution or German insolvency proceeding opened with respect to us, such ranking might result in higher losses being allocated to such lower-ranking securities than to any other debt.
Subject to Section 46(f)(7a) of the German Banking Act (Kreditwesengesetz) implementing Article 48(7) BRRD, all our obligations under own funds
instruments within the meaning of Regulation (EU) No. 575/2013 of the European Parliament and the Council of June 26, 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No
648/2012 (as supplemented or amended from time to time, the CRR) rank by operation of law junior to all our other liabilities. Under the CRR, such own funds instruments consist of common equity tier 1 instruments, additional tier
1 instruments (such as those potentially issued under the capital securities indenture) and tier 2 instruments (such as those potentially issued under the subordinated indenture) (Own Funds Instruments).
In the event Resolution Measures are imposed on us, or in the event of the dissolution, liquidation, insolvency (Insolvenzverfahren), composition, or other
proceedings for the avoidance of insolvency of,
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