Common use of Status of the Subordinated Notes Clause in Contracts

Status of the Subordinated Notes. (a) The payment obligations of the Issuer under Notes which specify their status as Senior Subordinated Notes or Tier 2 Subordinated Notes in the applicable Final Terms on account of principal constitute direct, unconditional, unsecured and subordinated obligations of the Issuer and subject to any other ranking that may apply as a result of any mandatory provision of law, upon the insolvency of the Issuer as set out in the Insolvency Law, such payment obligations rank: (i) for so long as the obligations of the Issuer in respect of the relevant Subordinated Notes constitute Senior Subordinated Liabilities of the Issuer: (A) junior to (i) liabilities of the Issuer falling into categories 1 to 6 (inclusive) of the Issuer's liabilities in accordance with art. 440 section 2 of the Insolvency Law (including any Senior Higher Priority Liabilities and Senior Non-Preferred Liabilities), and (ii) any other obligations which by law rank senior to the Issuer's obligations under the relevant Senior Subordinated Notes; (B) pari passu among themselves and with (i) all other claims in respect of Senior Subordinated Liabilities, and (ii) any other subordinated obligations which by law, rank pari passu with the Issuer's obligations under the relevant Senior Subordinated Notes; and (C) senior to (i) any liabilities of the Issuer falling into categories 8 to 10 (inclusive) of the Issuer's liabilities in accordance with art. 440 section 2 of the Insolvency Law, and (ii) any other obligations of the Issuer which, by law, rank junior to the obligations of the Issuer under the relevant Senior Subordinated Notes; and (ii) for so long as the obligations of the Issuer in respect of the relevant Subordinated Notes constitute either in whole or in part Tier 2 Subordinated Notes of the Issuer: (A) junior to (i) any liabilities of the Issuer falling into categories 1 to 7 (inclusive) of the Issuer's liabilities in accordance with art. 440 section 2 of the Insolvency Law, (ii) any other present and future obligations of the Issuer which, in accordance with the Insolvency Law, rank senior to the Tier 2 Subordinated Notes, and (iii) any other obligations which, by law, rank senior to the Issuer's obligations under the Tier 2 Subordinated Notes; (B) pari passu among themselves and with any other subordinated obligations which, by law and/or by their terms, to the extent permitted by Polish law, rank pari passu with the Issuer's obligations under the Tier 2 Subordinated Notes; and (C) senior to (i) any liabilities of the Issuer falling into categories 9 and 10 of the Issuer's liabilities in accordance with art. 440 section 2 of the Insolvency Law, (ii) any other present or future obligations of the Issuer which, in accordance with the Insolvency Law, rank lower than Tier 2 Subordinated Notes, and (iii) any other subordinated obligations of the Issuer which by law rank junior to the obligations of the Issuer under the Tier 2 Subordinated Notes.

Status of the Subordinated Notes. This Condition 3.3 applies only to Notes specified in the relevant Final Terms as being Subordinated Notes. (a) The payment whilst the Subordinated Notes constitute, fully or partially, Tier 2 Capital: (i) junior to all present or future unsecured and unsubordinated obligations of the Issuer (including, without limitation, any obligations under the Senior Notes ) or any other present or future subordinated obligations of the Issuer which specify rank, or are expressed by their status terms to rank, senior to the Subordinated Notes, including any obligation required to be preferred by law (including any subordinated instruments that have ceased to qualify in their entirety as Senior Own Funds); (ii) pari passu among themselves and with any other present or future obligations of the Issuer which do not rank, or are not expressed by their terms to rank, junior or senior to the Subordinated Notes or (including the Issuer’s obligations in respect of any instruments qualifying as Tier 2 Capital); and (iii) senior to any present or future obligations of the Issuer which rank, or are expressed by their terms to rank, junior to the Subordinated Notes (including, without limitation, the claims of the shareholders of the Issuer and any other obligations under instruments or items included in the applicable Final Terms on account Tier 1 Capital of principal constitute direct, the Issuer); or (b) if and when the Subordinated Notes are fully excluded from the Issuer’s Own Funds: (i) junior to all present or future unsecured and unsubordinated obligations of the Issuer and any other present or future unconditional, unsecured and subordinated obligations of the Issuer and subject which rank, or are expressed by their terms to rank, senior to the Notes (including, without limitation, any other ranking that may apply as a result of any mandatory provision of law, upon obligations under the insolvency of the Issuer as set out in the Insolvency Law, such payment obligations rank:Senior Notes); (iii) for so long as the pari passu with all other present or future subordinated obligations of the Issuer that have ceased to qualify, in respect of the relevant Subordinated Notes constitute Senior Subordinated Liabilities of the Issuer: (A) junior to (i) liabilities their entirety, as Tier 2 Capital or Own Funds and with all other subordinated obligations of the Issuer falling into categories 1 to 6 (inclusive) of the Issuer's liabilities in accordance with art. 440 section 2 of the Insolvency Law (including any Senior Higher Priority Liabilities and Senior Non-Preferred Liabilities), and (ii) any other obligations which by law rank senior to the Issuer's obligations under the relevant Senior Subordinated Notes; (B) pari passu among themselves and with (i) all other claims in respect of Senior Subordinated Liabilities, and (ii) any other subordinated obligations which by law, rank pari passu with the Issuer's obligations under the relevant Senior Subordinated Notesthat have such ranking; and (Ciii) senior to (i) any liabilities of the Issuer falling into categories 8 to 10 (inclusive) all present or future unsecured and unsubordinated obligations of the Issuer's liabilities in accordance with art. 440 section 2 of the Insolvency Law, and (ii) any other obligations of the Issuer which, by law, rank junior to the obligations of the Issuer under the relevant Senior Subordinated Notes; and (ii) for so long as the obligations of the Issuer in respect of the relevant Subordinated Notes constitute either in whole or in part Tier 2 Subordinated Notes of the Issuer: (A) junior to (i) any liabilities of the Issuer falling into categories 1 to 7 (inclusive) of the Issuer's liabilities in accordance with art. 440 section 2 of the Insolvency Law, (ii) any other present and future obligations of the Issuer which, in accordance with the Insolvency Law, rank senior to the Tier 2 Subordinated Notes, and (iii) any other obligations which, by law, rank senior to the Issuer's obligations under the Tier 2 Subordinated Notes; (B) pari passu among themselves and with any other subordinated obligations which, by law and/or by their terms, to the extent permitted by Polish law, rank pari passu with the Issuer's obligations under the Tier 2 Subordinated Notes; and (C) senior to (i) any liabilities of the Issuer falling into categories 9 and 10 of the Issuer's liabilities in accordance with art. 440 section 2 of the Insolvency Law, (ii) any other present or future obligations of the Issuer which, in accordance with the Insolvency Law, rank lower than Tier 2 Subordinated Notes, and (iii) any other subordinated obligations of the Issuer which rank, or are expressed by law rank their terms to rank, junior to the Notes (including Own Funds Instruments), and (iii) all present or future obligations of the Issuer which do not rank, or are not expressed by their terms to rank, senior or pari passu to the Notes. In relation to each Series of Subordinated Notes, all Notes of such Series will be treated equally and all amounts paid by the Issuer in respect of principal and/or interest thereon will be paid pro rata on all Notes of such Series. Each holder of a Subordinated Note and the Trustee unconditionally and irrevocably waives any right of set-off, netting, counterclaim, abatement or other similar remedy which it might otherwise have, under the Tier 2 laws of any jurisdiction, in respect of such Subordinated NotesNote. The Subordinated Notes (including, for the avoidance of doubt, payments of principal and/or interest) shall be subject to the Loss Absorption Requirement, if so required under the BRRD and/or the SRM Regulation, in accordance with the powers of the Relevant Authority and where the Relevant Authority determines that the application of the Loss Absorption Requirement to the Subordinated Notes is necessary pursuant to applicable law and/or regulation in force from time to time.

Status of the Subordinated Notes. (a) The payment obligations of the Issuer under Notes which specify their status as Senior Subordinated Notes or Tier 2 Subordinated Notes in the applicable Final Terms on account of principal constitute direct, unconditional, unsecured and subordinated obligations of the Issuer and subject to any other ranking that may apply as a result of any mandatory provision of law, upon the insolvency of the Issuer as set out in the Insolvency Law, such payment obligations rank: (i) for so long as the obligations of the Issuer in respect of the relevant Subordinated Notes constitute Senior Subordinated Liabilities of the Issuer: (A) junior to (i) liabilities of the Issuer falling into categories 1 to 6 (inclusive) of the Issuer's liabilities in accordance with art. 440 section 2 of the Insolvency Law (including any Senior Higher Priority Liabilities and Senior Non-Non- Preferred Liabilities), and (ii) any other obligations which by law rank senior to the Issuer's obligations under the relevant Senior Subordinated Notes; (B) pari passu among themselves and with (i) all other claims in respect of Senior Subordinated Liabilities, and (ii) any other subordinated obligations which by law, rank pari passu with the Issuer's obligations under the relevant Senior Subordinated Notes; and (C) senior to (i) any liabilities of the Issuer falling into categories 8 to 10 (inclusive) of the Issuer's liabilities in accordance with art. 440 section 2 of the Insolvency Law, and (ii) any other obligations of the Issuer which, by law, rank junior to the obligations of the Issuer under the relevant Senior Subordinated Notes; and (ii) for so long as the obligations of the Issuer in respect of the relevant Subordinated Notes constitute either in whole or in part Tier 2 Subordinated Notes of the Issuer: (A) junior to (i) any liabilities of the Issuer falling into categories 1 to 7 (inclusive) of the Issuer's liabilities in accordance with art. 440 section 2 of the Insolvency Law, (ii) any other present and future obligations of the Issuer which, in accordance with the Insolvency Law, rank senior to the Tier 2 Subordinated Notes, and (iii) any other obligations which, by law, rank senior to the Issuer's obligations under the Tier 2 Subordinated Notes; (B) pari passu among themselves and with any other subordinated obligations which, by law and/or by their terms, to the extent permitted by Polish law, rank pari passu with the Issuer's obligations under the Tier 2 Subordinated Notes; and (C) senior to (i) any liabilities of the Issuer falling into categories 9 and 10 of the Issuer's liabilities in accordance with art. 440 section 2 of the Insolvency Law, (ii) any other present or future obligations of the Issuer which, in accordance with the Insolvency Law, rank lower than Tier 2 Subordinated Notes, and (iii) any other subordinated obligations of the Issuer which by law rank junior to the obligations of the Issuer under the Tier 2 Subordinated Notes.,