Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Solely to the extent any Lender or L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
Acknowledgement and Consent to Bail. In of Affected Financial Institutions. Solely to the extent any Lender or L/C Issuer that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. 11.21
Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
Acknowledgement and Consent to Bail. In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
Acknowledgement and Consent to Bail. In of Affected Financial Institutions. Solely to the extent any Lender that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
Acknowledgement and Consent to Bail. In of Certain Financial Institutions 111
Acknowledgement and Consent to Bail. In of EEA Financial Institutions 110 SCHEDULES Schedule 1.01(a) -- Subsidiary Guarantors Schedule 1.01(b) -- Mortgaged Properties Schedule 1.01(c) -- Permitted Facility Dispositions Schedule 1.01(d) -- Designated Asset Sale Schedule 1.01(e) -- Permitted Intercompany Factoring Arrangement Schedule 2.01 -- Banks and Initial Commitments Schedule 5.01(e) -- Certain Litigation Schedule 5.01(o) -- Subsidiaries Schedule 7.01(j) -- Post-Closing Matters Schedule 7.02(b)(i) -- Existing Liens Schedule 7.02(f)(iv) -- Existing Debt Schedule 7.02(h)(xi) -- Existing Investments Schedule 7.02(k)(i) -- Existing Restrictions EXHIBITS Exhibit A -- Form of Loan Request Exhibit B -- Form of Note Exhibit C -- Form of Continuation/Conversion Request Exhibit D -- Form of Assignment and Assumption Exhibit E -- Form of Compliance Certificate Exhibit F -- Form of Intercompany Subordination Agreement Exhibit G-1 -- Form of General Security Agreement Exhibit G-2 -- Form of API Security Agreement[Reserved] Exhibit H-1 -- Form of Subsidiary Guaranty Exhibit H-2 -- Form of API Limited Recourse Guaranty[Reserved] Exhibit I -- Form of Solvency Certificate Exhibit J-1 -- Form of U.S. Tax Compliance Certificate (For Foreign Banks That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit J-2 -- Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit J-3 -- Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit J-4 -- Form of U.S. Tax Compliance Certificate (For Foreign Banks That Are Partnerships for U.S. Federal Income Tax Purposes) REVOLVING CREDIT AGREEMENT, dated as of June 5, 2015 (as further amended, supplemented, modified or extended from time to time, this “Agreement”), among Avon Products, Inc., a New York corporation (“API”), Avon International Operations, Inc., a Delaware corporation (the “Borrower”), each of the banks, other lenders and issuers of Letters of Credit (as defined below) from time to time parties hereto (each, a “Bank” and, collectively, the “Banks”), Citibank, N.A., as Administrative Agent (as defined below), Collateral Agent (as defined below) and L/C Issuer (as defined below) and Bank of America, N.A., as L/C Issuer.
Acknowledgement and Consent to Bail. In of EEAAffected Financial Institutions........................... 7985
Acknowledgement and Consent to Bail. In of EEA Financial Institutions. Solely to the extent any Lender that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
