Bail-in Clause – Guarantees
Recovery and Resolution Terms
1. Definitions
2. Recovery and resolution
These Recovery and Resolution Terms were executed on 29 June 2023 before the Notary of the Notarial Association of Catalonia, Mr Javier Micó Giner, with registered office in Sabadell (Barcelona), at Calle Narcís Giralt, no. 57, and recorded under notary record number 5245.
Recovery and Resolution Terms
Banco de Sabadell, S.A. (hereinafter, the “Bank” or “Banco Sabadell”), with registered office in Barcelona, at Plaça de Sant Roc, no. 20, 08201 Sabadell, with tax ID A08000143, and registered with the Mercantile Register of Barcelona, volume/I.R.U.S. 1000152932861, folio 873, sheet B-1561, is a credit institution subject to the supervision of the Bank of Spain and is registered in the special administrative register under number 0081.
When a product or service is contracted with the Bank that includes a cross-reference to these Recovery and Resolution Terms, previously drawn up by the Bank, the Creditor Counterparty expressly agrees that these terms shall apply to the guarantee entered into and shall form an integral part thereof.
These Recovery and Resolution Terms, or any that may replace them in the future, may be obtained by the Creditor Counterparty in paper format at the Bank’s branches or in digital format via the Bank’s website. The Creditor Counterparty has the right to request the Recovery and Resolution Terms at any time in a durable medium.
1. Definitions
“Bail-in Action” means the exercise of any Relevant Bail-in Power by the relevant Resolution Authority in relation to all transactions (or all transactions related to one or more sets of netting arrangements, as the case may be) under this guarantee.
«Bail-in Termination Amount» means the amount or amounts of early termination (however described), together with any accrued but unpaid interest thereon, as determined in accordance with the Bail-in Action in respect of all transactions (or all transactions related to one or more sets of netting arrangements, as the case may be) under this guarantee (before, for the avoidance of doubt, any such amount is written down or converted by the relevant Resolution Authority).
«BRRD»: means Directive 2014/59/EU establishing a framework for the restructuring and resolution of credit institutions and investment firms (Bank Recovery and Resolution Directive).
«Creditor Counterparty» means the party that is not the Bank.
«Relevant Bail-in Power» means any write-down or conversion power existing in a given moment (including, without limitation, any power to amend or alter the maturity of eligible liabilities of an entity under resolution, or to amend the amount of interest payable under such eligible liabilities or the date on which such interest is payable, including a temporary suspension of payment, together with any power to terminate and value transactions) under, and exercised in compliance with, any law, regulation, rule or requirement in force in Spain:
1. relating to the transposition of the BRRD and any subsequent amendments thereto, including, without limitation, Law 11/2015 of 18 June and any amendments thereto, and any instruments, rules or regulations issued thereunder; and2. that constitutes or relates to the Single Resolution Mechanism Regulation (SRMR) and any subsequent amendments thereto, in each case, under which the obligations of a regulated entity (or other subsidiary of a regulated entity) may be reduced (including to zero), cancelled or converted into shares, other securities or other obligations of such regulated entity or of any other person.
«Regulated Entity» means an entity subject to the scope of Law 11/2015, including certain credit institutions, investment firms and some of their parent or holding companies and, in the context of the SRMR, any entity referred to in Article 2 of the SRMR.
«SRMR» refers to Regulation (EU) No. 806/2014 of the European Parliament and of the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund, and amending Regulation (EU) No. 1093/2010.
2. Recovery and Resolution
Each Party acknowledges and agrees that the liabilities arising under this guarantee may be subject to the exercise of the Relevant Bail-in Power by the relevant Resolution Authority and acknowledges and agrees to be bound by any Bail-in Action and the effects thereof, which may include, without limitation:
1. the early termination and valuation of all transactions (or all transactions related to one or more sets of netting arrangements, as the case may be) under this guarantee; and2. if it is determined that a Bail-in Termination Amount is payable by the Bank to the Creditor Counterparty in accordance with any such Bail-in Action:
b. a conversion of the whole or part of the Bail-in Termination Amount into shares or other ownership instruments, in which case the Creditor Counterparty acknowledges and agrees that such shares or other ownership instruments may be issued or transferred to it as a result of the Bail-in Action; or o
c. a variation, modification or amendment to the terms of this guarantee as may be necessary to give effect to such Bail-in Action.