Common use of Acknowledgement and Consent to Bail-In of EEA Financial Institutions Clause in Contracts

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Document, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such the parties to any Credit Documenthereto, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA the applicable 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. Notwithstanding Solely to the extent any Lender that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Affected Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA the applicable 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto to Amendment No. 1 and each Person that becomes a party to any Loan Document after the Amendment No. 1 Effective Date acknowledges that any liability of any Lender party hereto (other than a Loan Party) that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, Loan Document may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-Down 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-down and conversion powersWrite-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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA the applicable 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documenthereto, each such party hereto acknowledges that any liability of any Lender or Agent that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Financing Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Financing 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. Notwithstanding anything to the contrary in any Credit Document herein or in any other agreement, arrangement or understanding among any such parties to any Credit Loan Document, each party hereto acknowledges that any liability of any Lender party hereto that is an EEA Financial Institution arising hereunder or under any Credit other Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the Write-Down 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. Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit 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. Notwithstanding Solely to the extent any Lender that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down 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. Notwithstanding anything to the contrary in any Credit Document herein or in any other agreement, arrangement or understanding among any such parties to any Credit Loan Document, each party hereto acknowledges that any liability of any Lender party hereto that is an EEA Financial Institution arising hereunder or under any Credit other Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any New Refinancing Lender (as defined in the Third Amendment) that is an EEA Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto (including any party becoming a party hereto by virtue of an Assignment Agreement) acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding Solely to the extent any Lender is an EEA Financial Institution and is a party to this Agreement and notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any such Lender that is an EEA Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Loan Document, each party hereto acknowledges that any liability of any Lender or Issuing Lender that is an EEA Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Document, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Series 2013-A Related Document, each party hereto acknowledges that any liability of any Lender Funding Agent, Conduit Investor or Committed Note Purchaser that is an EEA Financial Institution arising under any Credit Series 2013-A Related Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), 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. Notwithstanding Solely to the extent any Lender that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Credit Investment Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Investment Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Affected Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA the applicable 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Series 2013-B Related Document, each party hereto acknowledges that any liability of any Lender Funding Agent, Conduit Investor or Committed Note Purchaser that is an EEA Financial Institution arising under any Credit Series 2013-B Related Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), 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. Notwithstanding Solely to the extent any Lender that is an EEA Financial Institution is a party to this Credit Agreement and notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding NotwithstandingSolely to the extent any Lender that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, Document may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA the applicable 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender or any L/C Issuer that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an 509265-1868-14449-Active.18623094.29 EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding anything to the contrary in any Credit Facility Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Facility Document, to the extent such liability is unsecured, may be subject to the Write-Down writedown and Conversion Powers 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such the parties to any Credit Documenthereto, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an EEA Financial Institution arising under any Credit 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. Notwithstanding Solely to the extent any Lender or Issuing Bank that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such the parties to any Credit Documenthereto, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding Solely to the extent any Lender that is an EEA Financial Institution is a party to this agreement and notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding Solely to the extent any Lender that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-Down 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such of the parties to any Credit Documenthereto, each party hereto (for purposes of this Section 9.18, the “Acknowledging Party”) acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority Authority, and each Acknowledging Party agrees and consents to, and acknowledges and agrees to be bound by:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto (including any party becoming a party hereto by virtue of an Assignment and Acceptance) acknowledges that any liability of any Lender that is an EEA Affected Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA the applicable 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit 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. Notwithstanding Solely to the extent any Lender or Issuing Bank that is an EEA Financial Institution is a party to this Agreement, notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such the parties to any Credit Documenthereto, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding Solely to the extent any Lender that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documenthereto, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, 222 LPL – Conformed A&R Credit Agreement arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Affected Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:: 115 10453714v6

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-down and conversion powersWrite-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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit 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:: 136

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Document, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any 125 liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender Bank that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an EEA Affected Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA the applicable 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender or the L/C Issuer that is an EEA Financial Institution arising under any Credit 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:: 130 118711003_9

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Document, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto of the Administrative Agent, the Borrowers and the Revolving Credit Lenders acknowledges that any liability of any Revolving Credit Lender that is an EEA Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. (a) Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-down and conversion powersWrite-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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such the parties to any Credit Documenthereto, each party hereto acknowledges that any liability of any Lender that which is an EEA Financial Institution arising under any Credit 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. Notwithstanding NotwithstandingSolely to the extent any Lender is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Credit Document herein or in any other agreementLoan Document, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreement or any Credit other 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. Notwithstanding Solely to the extent any Lender that is an EEA Financial Institution is a party to this Credit Agreement and notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-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. 134 CHAR1\1461780v16 Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Document herein or in any other agreement, arrangement or understanding among any such parties to any Credit Loan Document, each party hereto from time to time, acknowledges that any liability of any Lender party hereto that is an EEA Financial Institution arising hereunder or under any Credit other Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA a 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. Notwithstanding anything to the contrary in any Credit Financing Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Financing Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers 132 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA 101 WEIL:\96958663\10\71605.0155 Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding anything to the contrary in any Credit Document 41 or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA the applicable 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such of the parties to any Credit Documenthereto, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit 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:: 154

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:: 199

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document this Agreement or in any other related agreement, arrangement or understanding among any such the parties to any hereto (collectively, the “Credit DocumentDocuments”), each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, Document may be subject to the Writewrite-downWrite-Down and Conversion Powers cConversion pPowers 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:: LPL – Conformed A&R Credit Agreement

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Financing Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Financing Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:: 70 Cleco Power LLC Credit Agreement

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit 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:: Table of Contents

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Financing Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Financing Document, to the extent 40 Bakersfield Refinery - HoldCo Credit Agreement 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Document, each party hereto acknowledges that any liability of any Lender that is an EEA Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA the applicable 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any 86539978_7 other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured112 unsecured (all such liabilities, the “Covered Liabilities”), 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA the applicable 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, Document may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding anything to the contrary herein or in any other Credit Document or in any other agreement, arrangement or understanding among any such the parties to any Credit Documenthereto, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA EEAAffected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, Document may be subject to the Writewrite-Down down and Conversion Powers conversion powers of an EEA EEAthe applicable 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an EEA Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be 210 #97036997v3 subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding Solely to the extent any Lender is an EEA Financial Institution and notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding anything herein to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such the parties to any Credit Documenthereto, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-Write- 138 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. Notwithstanding Solely to the extent any Lender that is an EEAAffected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA EEAAffected Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA EEAthe applicable 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any 86678088_4 other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that EEA Financial Institution or UK Financial Institution (to the extent it is not an EEA Financial Institution Institution) arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA a 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender EEALender that is an EEA Affected Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-downWrite-Down and Conversion Powers cConversion pPowers of an EEA EEAthe applicable 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. Notwithstanding Solely to the extent any Credit Party that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender Credit Party that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any theany such parties to any Credit Documentparties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Lender Secured Party that is an EEA EEAAffected Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-downWrite-Down and Conversion conversion powers of an EEAConversion Powers of an EEA the applicable Resolution Authority Authority, and agrees and consents to, and acknowledges and agrees to be bound by, :

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentthe parties, each party hereto (and each Lender a party hereto on behalf of itself and each other applicable Secured Party) acknowledges that any liability arising under a Loan Document of any Lender Secured Party that is an EEA Financial Institution arising under any Credit DocumentInstitution, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority Authority, and agrees and consents to, and acknowledges and agrees to be bound by:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, Document may be subject to the Write-Down and Conversion Powers 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. Notwithstanding anything to the contrary in any Credit Document herein or in any other agreement, arrangement or understanding among any such parties to any Credit First Lien Loan Document, each party hereto acknowledges that any liability of any Lender party hereto that is an EEA Financial Institution arising hereunder or under any Credit other First Lien Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the Write-Down 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. (a) Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Affected Financial Institution arising under any Credit Loan Document, to the extent such liability is 157 unsecured, may be subject to the Write-Down and Conversion Powers of an EEA the applicable 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. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an EEA Affected Financial Institution arising under any Credit Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA applicable 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. Notwithstanding anything to the contrary in any Credit Financing Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA EEAAffected Financial Institution arising under any Credit Financing Document, to the extent such liability is unsecured, may be subject to the Writewrite-down and conversion powers of an EEAWrite-Down and Conversion Powers of an EEA the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:: 138 55297837

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Loan Document or in any other agreement, arrangement or understanding among any such the parties hereto or to any Credit other Loan Document, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit 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. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties to any Credit Documentparties, each party hereto acknowledges that any liability of any Lender that is an EEA Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, Document may be subject to the Write-Down and Conversion Powers of an EEA the applicable 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. Notwithstanding anything to the contrary in this Credit Agreement, any Credit other Loan Document or in any other agreement, arrangement or understanding among any such of the parties to any Credit Documentthereto, each party hereto to this Credit Agreement acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Credit Agreement or any Credit other 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: