Common use of Recognition of EU Bail-In Powers Clause in Contracts

Recognition of EU Bail-In Powers. Notwithstanding, and to the exclusion of, any other term of this Agreement or any other agreements, arrangements, or understandings among the parties hereto, each of the Company and the Agents acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Power by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each Covered Agent to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant Covered Agent or another person, and the issue to or conferral on the Company of such shares, securities or obligations; (iii) the cancellation of the BRRD Liability; or (iv) the amendment or alteration of any interest, if applicable, thereon, or the dates on which any payments are due, including by suspending payment for a temporary period; (b) the variation of the terms of this Agreement as they relate to any BRRD Liability of a Covered Agent, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of the Bail-in Powers by the Relevant Resolution Authority. For the purposes of this Section 21,

Recognition of EU Bail-In Powers. Notwithstanding, (1) Notwithstanding and to the exclusion of, of any other term of this Agreement or any other agreements, arrangements, or understandings among understanding between any of the parties heretoEU Dealers (each EU Dealer, a “BRRD Party”) and any other party (whether or not a BRRD Party) to this Agreement (each a “BRRD Counterparty”), each of the Company and the Agents BRRD Counterparty acknowledges and accepts that a any BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Power Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of a BRRD Party (the “Relevant BRRD Party”) to each Covered Agent to the Company BRRD Counterparty under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; ; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant Covered Agent Relevant BRRD Party or another person, and the issue to or conferral on the Company (or each) relevant BRRD Counterparty in respect of such BRRD Liability of such shares, securities or obligations; ; (iii) the cancellation of the BRRD Liability; or and (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;; and (b) the variation of the terms of this Agreement as they relate to any BRRD Liability of a Covered AgentAgreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of the Bail-in Powers by the Relevant Resolution Authority. . (2) For the purposes of this Section Clause 21,: references to “this Agreement” shall be deemed to include references to any ancillary agreement entered into under this Agreement, including (without limitation) any Subscription Agreement, Dealer Accession Letter and/or Confirmation Letter;

Recognition of EU Bail-In Powers. Notwithstanding, Notwithstanding and to the exclusion of, of any other term of this Agreement or any other agreements, arrangements, or understandings among the parties heretounderstanding between each BRRD Party and each BRRD Counterparty, each of the Company and the Agents BRRD Counterparty acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Power Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each Covered Agent BRRD Party to the Company each BRRD Counterparty under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (i) the reduction of all, or a portion, of the such BRRD Liability or outstanding amounts due thereon; ; (ii) the conversion of all, or a portion, of the such BRRD Liability into shares, other securities or other obligations of the relevant Covered Agent BRRD Party or another person, and the issue to or conferral on the Company BRRD Counterparty of such shares, securities or obligations; ; (iii) the cancellation of the such BRRD Liability; or ; (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; (b) the variation of the terms of this Agreement as they relate to any BRRD Liability of a Covered AgentAgreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of the Bail-in Powers by the Relevant Resolution Authority. For the purposes of this Section 21,Clause 18:

Recognition of EU Bail-In Powers. Notwithstanding, 21.1 Notwithstanding and to the exclusion of, of any other term of this Agreement Agreement, or any other agreements, arrangements, arrangements or understandings among understanding between any of the parties hereto, each of the Company and the Agents party to this Agreement acknowledges and accepts that a any BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Power Powers by the any Relevant Resolution Authority, Authority and acknowledges, accepts, consents to and agrees to be bound by: (a) the effect of the exercise of any Bail-in Powers by the any Relevant Resolution Authority in relation respect of any party to any BRRD Liability of each Covered Agent to the Company under this Agreement, that which exercise (without limitation) may include and result in any of the following, or some a combination thereof: : (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts amount due thereon; ; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant Covered Agent BRRD Liability obligor or another person, and the issue to or conferral on the Company creditor in respect of such BRRD Liability of such shares, securities or obligations; , including by means of an amendment, modification or variation of the terms of this Agreement; (iii) the cancellation of the BRRD Liability; or and (iv) the amendment or alteration of the BRRD Liability in any interestmanner, if applicable, thereon, including the maturity or the dates on which any payments thereon are due, the amendment of the amount of interest (if any) payable thereon, including by suspending payment for a temporary period;; and (b) the variation of the terms of this Agreement as they relate to any BRRD Liability of a Covered Agent, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of the any Bail-in Powers by the Relevant Resolution Authority. For . 21.2 Each party to this Agreement further acknowledges and accepts that the purposes exercise by any Relevant Resolution Authority of any Bail-in Powers shall not constitute a breach of, or a default under, any provision of this Section Agreement by any party hereto. 21.3 In this Clause 21,:

Recognition of EU Bail-In Powers. Notwithstanding, Notwithstanding and to the exclusion of, of any other term of this Agreement or any other agreements, arrangements, or understandings among the parties heretounderstanding between any BRRD Party and any other party (whether or not a BRRD Party) to this Agreement (each a BRRD Counterparty), each of the Company and the Agents BRRD Counterparty acknowledges and accepts that a any BRRD Liability arising under this Agreement may be subject to the exercise of Bail-Bail- in Power Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of a BRRD Party to each Covered Agent to the Company BRRD Counterparty under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; ; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant Covered Agent Relevant BRRD Party or another person, and the issue to or conferral on the Company (or each) relevant BRRD Counterparty in respect of such BRRD Liability of such shares, securities or obligations; ; (iii) the cancellation of the BRRD Liability; or and (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;; and (b) the variation of the terms of this Agreement as they relate to any BRRD Liability of a Covered AgentAgreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of the Bail-Bail- in Powers by the Relevant Resolution Authority. For the purposes of this Section 21,Clause 10:

Recognition of EU Bail-In Powers. Notwithstanding, Notwithstanding and to the exclusion of, of any other term of this Agreement or any other agreements, arrangements, or understandings among the parties heretounderstanding between any BRRD Party and any other party (whether or not a BRRD Party) to this Agreement (each a BRRD Counterparty), each of the Company and the Agents BRRD Counterparty acknowledges and accepts that a any BRRD Liability arising under this Agreement may be subject to the exercise of Bail-Bail- in Power Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of a BRRD Party to each Covered Agent to the Company BRRD Counterparty under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; ; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant Covered Agent Relevant BRRD Party or another person, and the issue to or conferral on the Company (or each) relevant BRRD Counterparty in respect of such BRRD Liability of such shares, securities or obligations; ; (iii) the cancellation of the BRRD Liability; or and (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;; and (b) the variation of the terms of this Agreement as they relate to any BRRD Liability of a Covered AgentAgreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of the Bail-Bail- in Powers by the Relevant Resolution Authority. For the purposes of this Section 21,Clause 31: EU Bail-in Legislation Schedule means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at ▇▇▇▇://▇▇▇.▇▇▇.▇▇.▇▇▇/pages.aspx?p=499; and

Recognition of EU Bail-In Powers. Notwithstanding, ‌‌ 21.1 Notwithstanding and to the exclusion of, of any other term of this Agreement Agreement, or any other agreements, arrangements, arrangements or understandings among understanding between any of the parties hereto, each of the Company and the Agents party to this Agreement acknowledges and accepts that a any BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Power Powers by the any Relevant Resolution Authority, Authority and acknowledges, accepts, consents to and agrees to be bound by: (a) the effect of the exercise of any Bail-in Powers by the any Relevant Resolution Authority in relation respect of any party to any BRRD Liability of each Covered Agent to the Company under this Agreement, that which exercise (without limitation) may include and result in any of the following, or some a combination thereof: : (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts amount due thereon; ; (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant Covered Agent BRRD Liability obligor or another person, and the issue to or conferral on the Company creditor in respect of such BRRD Liability of such shares, securities or obligations; , including by means of an amendment, modification or variation of the terms of this Agreement; (iii) the cancellation of the BRRD Liability; or and (iv) the amendment or alteration of the BRRD Liability in any interestmanner, if applicable, thereon, including the maturity or the dates on which any payments thereon are due, the amendment of the amount of interest (if any) payable thereon, including by suspending payment for a temporary period;; and (b) the variation of the terms of this Agreement as they relate to any BRRD Liability of a Covered Agent, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of the any Bail-in Powers by the Relevant Resolution Authority. For . 21.2 Each party to this Agreement further acknowledges and accepts that the purposes exercise by any Relevant Resolution Authority of any Bail-in Powers shall not constitute a breach of, or a default under, any provision of this Section Agreement by any party hereto. 21.3 In this Clause 21,: implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time;