For the purposes of this Chapter V, Section I, the following definitions apply:

1. (1)

   "material amendment" means, in relation to a relevant agreement, as defined in point 2 of this Article, an amendment, including an automatic amendment, made after that date and affecting the substantive rights and obligations of a party to a relevant agreement; amendments which do not affect the substantive rights and obligations of a party to a relevant agreement include a change to the contact details of a signatory or the addressee for the service of documents, typographical changes to correct drafting errors or automatic adjustments of interest rates;

2. (2)

   "relevant agreement" means any agreement, including the terms of a capital instrument, creating a liability to which Chapter 2 of the Contractual Recognition of Bail-In Part of the PRA Rulebook requires the inclusion of a term in the agreement or to which rule IFPRU 11.6 of the Recovery and Resolution Part of the FCA Handbook applies.

1. (1)

   For the purposes of the Contractual Recognition of Bail-In Part of the PRA Rulebook or rule IFPRU 11.6 of the Recovery and Resolution Part of the FCA Handbook, a secured liability shall not be considered as an excluded liability where, at the time at which it is created, it is:

   1. (a)

      not fully secured;

   2. (b)

      fully secured but governed by contractual terms that do not oblige the debtor to maintain the liability fully collateralised on a continuous basis in compliance with regulatory requirements of the law of the United Kingdom law or of a third country law achieving effects that can be deemed equivalent to United Kingdom law.

2. (2)

   For purposes of rule 2.3 of the Contractual Recognition of BailIn Part of the PRA Rulebook or rule IFPRU 11.6.3 R of the Recovery and Resolution Part of the FCA Handbook, recognition of bail-in applies to:

   1. (a)

      liabilities created after the relevant date, regardless of whether they are created under relevant agreements entered into before that date, including under master or framework agreements between the contracting parties governing multiple liabilities;

   2. (b)

      liabilities created before or after the relevant date under relevant agreements entered into before that date and which are subject to a material amendment;

   3. (c)

      liabilities under debt instruments issued after the relevant date.

   4. (d)

      liabilities under debt instruments issued before or after that date under relevant agreements entered into before that date and which are subject to a material amendment.

      “relevant date” means the date applicable under Chapter 2 of the Contractual Recognition of Bail-in Part of the PRA Rulebook or rule IFPRU 11.6.3 R of the Recovery and Resolution Part of the FCA Handbook.

3. (3)

   The requirement to include a contractual term in a relevant agreement pursuant to Chapter 2 of Contractual Recognition of Bail-In Part of the PRA Rulebook or rule IFPRU 11.6.3R (2)(e) of the Recovery and Resolution Part of the FCA Handbook shall not apply where the resolution authority is satisfied that the law of the third country concerned or a binding agreement concluded with that third country provides for an administrative or judicial procedure which:

   1. (a)

      at the request of the resolution authority, or at the initiative of the third country administrative or judicial authority whose law governs the liability or instrument, enables such duly empowered third country administrative or judicial authority, within a period which the resolution authority determines will not compromise the effective application of the write-down and conversion powers by that authority to do either of the following:

      1. (i)

         recognise and give effect to the exercise of the write-down and conversion powers by the resolution authority;

      2. (ii)

         support through the application of relevant powers the exercise of the write-down and conversion powers by the resolution authority;

   2. (b)

      provides that the grounds on which a third country administrative or judicial authority may refuse to recognise or support the exercise of the write-down and conversion powers pursuant to point (a) are clearly stated and are limited to one or more of the following exceptional cases:

      1. (i)

         the recognition or support of the exercise of the write-down and conversion powers by the resolution authority would have adverse effects on financial stability in the third country concerned;

      2. (ii)

         the recognition or support of the exercise of the write-down and conversion powers by the resolution authority would result in third country creditors, in particular depositors located and payable in that third country, being treated less favourably than creditors, and depositors located or payable in the United Kingdom, with similar rights under applicable United Kingdom law;

      3. (iii)

         recognition or support would have material financial implications for the third country concerned;

      4. (iv)

         recognition or support of the exercise of write-down and conversion powers by the resolution authority would have effects contrary to the public order of the third country concerned.

4. (4)

   The resolution authority shall assess that the grounds referred to in paragraph 3(b) would not prevent the recognition or support of the exercise of the write-down and conversion powers in all circumstances where such powers are applied.

Contractual term in a relevant agreement shall include the following:

1. (1)

   the acknowledgement and acceptance by the counterparty of recovery and resolution that the liability may be subject to the exercise of write-down and conversion powers by a resolution authority;

2. (2)

   a description of the write-down and conversion powers under United Kingdom law of the resolution authority;

   (1) 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 (OJ L 225, 30.7.2014, p. 1), in particular the powers set out in points (e), (f), (g) and (j) of Article 63(1) of Directive 2014/59/EU;

3. (3)

   the acknowledgement and acceptance by the counterparty of a recovery and resolution:

   1. (a)

      that it is bound by the effect of an application of the powers referred to in point (b), including:

      1. (i)

         any reduction in the principal amount or outstanding amount due, including any accrued but unpaid interest, in respect of the liability of a recovery and resolution entity under the relevant agreement;

      2. (ii)

         the conversion of that liability into ordinary shares or other instruments of ownership;

   2. (b)

      that the terms of the relevant agreement may be varied as necessary to give effect to the exercise by a resolution authority of its write-down and conversion powers and such variations will be binding on the counterparty of a recovery and resolution entity;

   3. (c)

      that ordinary shares or other instruments of ownership may be issued to or conferred on the counterparty of a recovery and resolution entity as a result of the exercise of the write-down and conversion powers;

4. (4)

   the acknowledgement and acceptance by the counterparty of a recovery and resolution entity that the contractual term is exhaustive on the matters described therein to the exclusion of any other agreements, arrangements or understandings between the counterparties relating to the subject matter of the relevant agreement.

5. For the purposes of this Article, a mixed-activity holding company established in the United Kingdom shall not be a recovery and resolution entity unless it is a mixed-activity holding company which has at least one subsidiary which is an institution which is not the subsidiary of a financial holding company which is also the subsidiary of the mixed-activity holding company.