BANCA TRANSILVANIA S.A. Romanian joint-stock company ...

deemed payment of any Bond arising out of any exercise of conversion rights shall beprohibited by such subordination provisions.In the event of bankruptcy or liquidation of the Bank, all amounts due under the Bondsshall be subordinated to the prior payment and satisfaction in full of all unsubordinatedindebtedness of the Bank admitted in such procedure. The subordination provisionsshall be pursuant to the requirements set forth by the NBR to qualify the Bonds assupplementary Tier II Capital of the Bank (own funds of the Bank), i.e. compliant withthe NBR’s Regulation 18/2006.For as long as the Bonds are outstanding, the Bank shall not create or permit to becreated any mortgage, pledge or other lien or charge on any of its property or assets, assecurity for any bonds, notes or other evidence of indebtedness heretofore or hereafterissued, assumed or guaranteed by the Bank for money borrowed, but this undertaking ofthe Bank does not represent an Event of Default pursuant to Regulation 18/2006 andconsequently cannot trigger an early repayment, acceleration or increase in the initialcosts.Until the date of the first Business Day of the Primary Offer, the Bank will not make anyand will not allow the entry into force of any amendment to any of the Bond Agreementsthat would adversely affect the interests of the Lead Investor in the bonds of Tranche A,and will promptly notify the Lead Investor with respect to the termination or change ofany Bond Agreement, [and in reference to any replacement or substitution of the PayingAgent], but failure to comply does not constitute a case of cross default, as defined byRegulation 18/2006 and, consequently, cannot trigger a prepayment, acceleration orincrease in the initial costs of the Bonds.Until the date of the Lead Investors’ subscription in the Primary Offer, in case the LeadInvestor finds any major violation or any event which proves false or incorrect any ofthe representations or warranties of the Tranche A Bonds Subscription Agreement, ofthe Prospectus or any of the Bond Agreements or any other documents referring to theaforementioned, or any failure of the Bank to comply with any undertakings orarrangements in the Tranche A Bonds Subscription Agreement, the Prospectus or any ofthe Bond Agreements or any other documents referring to the aforementioned, the LeadInvestor has the right to terminate the Subscription Agreement, but this does notconstitute a case of cross default, as defined by Regulation 18/2006 and, consequently,cannot trigger a prepayment, acceleration or increase in the initial costs of the Bonds.Events of DefaultThe events of default will be limited to and will have the meaning in the definition, inline with Regulation 18/2006.Issuer’s undertakings14