Division (iii)

Germany undertakes to ensure that HRE will grant and require its affiliated companies to grant the Divestiture Trustee comprehensive powers of attorney, duly executed — subject to that which is legally permissible, in particular under supervisory and company law — to effect the reprivatisation, transfer and all actions and declarations which the Divestiture Trustee considers necessary or appropriate for the reprivatisation and transfer, including the appointment of advisors to assist with the reprivatisation process. At the request of the Divestiture Trustee, HRE will ensure that the documents required for effecting the reprivatisation and transfer are duly executed. Germany undertakes to ensure that HRE will indemnify the Trustee and its employees and agents (‘Indemnified Parties’) and hold the Indemnified Parties harmless against, and hereby declares that the Indemnified Parties will have no liability to, HRE for any liabilities arising out of the performance of the Trustee’s duties under the obligations, except to the extent that such liabilities result from the wilful default, recklessness, gross negligence or bad faith of the Trustee, its employees, agents or advisors.