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

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected 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 EEAthe 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 an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In Action on any liability, including, if applicable: (i) a reduction in full or in part of cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 (a) (c) the variation of the terms of such liability in connection with the exercise of the write-downWrite-Down and conversion powers of any EEAConversion Powers of the applicable Resolution Authority. [Remainder of page left blank intentionally]

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other 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 EEAAffected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) 255. the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or L/C Issuer that is an EEAAffected Financial Institution; and (b) 256. the effects of any Bail-In Action on any such liability, including, if applicable: (i) a xcii.a reduction in full or in part of or cancellation of any such liability; (ii) (b) a xciii.a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 (a) (c) the xciv.the variation of the terms of such liability in connection with the exercise of the write-downWriteWrite-Down and conversion powers Conversion Powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally].

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other 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 EEAAffected 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 EEAthe 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 an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 (a) (ciii) the variation of the terms of such liability in connection with the exercise of the write-downWrite-Down down and conversion powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally].

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected 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 EEAthe 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 an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In Inin Action on any such liability, including, if applicable: (i) a reduction in full or in part of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 (a) (ciii) the variation of the terms of such liability in connection with the exercise of the write-downWrite-Down down and conversion powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally].

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document or in any other agreement, arrangement or understanding among any such partiesof the parties hereto, each such party hereto acknowledges that any liability of any EEAAffected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEAthe 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 an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected 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 of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 (a) (ciii) the variation of the terms of such liability in connection with the exercise of the write-downWriteWrite-Down and conversion powers Conversion Powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally]SECTION 11.24

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other 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 EEAAffected 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 EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: by (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEAAffected 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 of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 (a) (ciii) the variation of the terms of such liability in connection with the exercise of the write-downWrite-Down down and conversion powers of any EEAConversion EEAWrite-Down and Conversion Powers of the applicable Resolution Authority. [Remainder of page left blank intentionally].

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected 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 EEAthe 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 an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which that may be payable to it by any party hereto that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 (a) (c) the variation of the terms of such liability in connection with the exercise of the write-downWrite-Down down and conversion powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally].

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other 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 EEAAffected 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 EEAthe applicable EEAapplicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: by (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable EEAapplicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 (a) (ciii) the variation of the terms of such liability in connection with the exercise of the write-downWrite-Down down and conversion powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally].

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other 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 EEAAffected 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 EEAthe 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 an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEAAffected Financial Institution; and (b) the effects of any Bail-inBail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 (a) (ciii) the variation of the terms of such liability in connection with the exercise of the write-downWrite-Down down and conversion powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally]11.21

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. (a) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document or in any other agreement, arrangement or understanding among any such partiesthe parties hereto, each party hereto acknowledges that any liability of any EEAAffected 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 EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (ai) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected Financial Institution; and (bii) the effects of any Bail-In in Action on any such liability, including, if applicable: (iA) a reduction in full or in part of or cancellation of any such liability; (ii) (bB) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertakingentity, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 (a) (cC) the variation of the terms of such liability in connection with the exercise of the write-downWrite-Down down and conversion powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally]112

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected 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 EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: by (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: , (i) a reduction in full or in part of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 (a) (ciii) the variation of the terms of such liability in connection with the exercise of the write-downWrite-Down down and conversion powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally].

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, Document may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEAthe 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 an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected 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 of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 (a) (ciii) the variation of the terms of such liability in connection with the exercise of the write-downWriteWrite-Down and conversion powers Conversion Powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally]111 #92274486v19

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other Loan Credit Facility Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected Financial Institution arising under any Loan Credit Facility Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEAthe 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 an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected 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 of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 Credit Facility Document; or (a) (ciii) the variation of the terms of such liability in connection with the exercise of the write-downWriteWrite-Down and conversion powers Conversion Powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally].

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other Loan Credit 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 EEAAffected Financial Institution arising under any Loan Credit Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEAthe 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 an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEAAffected 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 of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 Credit Document; or (a) (ciii) the variation of the terms of such liability in connection with the exercise of the write-downWriteWrite-Down and conversion powers Conversion Powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally]10.27

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected Financial Institution arising under any 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 EEAthe 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 an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which whichthat may be payable to it by any party hereto that is an EEAAffected 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 of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertakingentityundertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 (a) (ciii) the variation of the terms of such liability in connection with the exercise of the writeWrite-downWriteDownwrite-Down down and conversion powers Conversion Powers of any EEAConversion Powers EEAconversion powers of the applicable Resolution Authority. [Remainder of page left blank intentionally]181 110393723.6 0063724-00082 115525625.4 0063724-00082

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in Agreement, any other Loan Related Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected Financial Institution arising under this Agreement or any Loan Related Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEAthe 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 an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected 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 of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 Related Document; or (a) (ciii) the variation of the terms of such liability in connection with the exercise of the write-downWrite-Down down and conversion powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally]Section 9.19

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected Financial Institution arising under any Loan 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 EEAthe 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 an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: applicable (i) a reduction in full or in part of or cancellation of any such liability; , (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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; Document or (a) (ciii) the variation of the terms of such liability in connection with the exercise of the write-downWriteWrite-Down and Conversion Powers of any EEAwrite-down and conversion powers of any EEAConversion Powers of the applicable Resolution Authority. [Remainder of page left blank intentionally]Section 10.20.

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other Loan Credit 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 EEAAffected Financial Institution arising under any Loan Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: by (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 Credit Document; or (a) (ciii) the variation of the terms of such liability in connection with the exercise of the write-downWrite-Down down and conversion powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally].

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected 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 EEAthe 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 an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 (a) (ciii) the variation of the terms of such liability in connection with the exercise of the write-downWrite-Down down and conversion powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally]Section 10.27

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected 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 EEAthe 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 an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected 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 of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 (a) (ciii) the variation of the terms of such liability in connection with the exercise of the write-downWrite-Down down and conversion powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally]SECTION 36.

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, Document may be subject to the write-down Write- Down and conversion powers Conversion Powers of an EEAthe 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 an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected 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 of or cancellation of any such liability; (ii) (b) a conversion of all, or a portion of, such liability into Capital Stockshares shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertakingentity, or a bridge institution that may be issued to it or otherwise 20097166.13 ny-2158042 215844220097166.13 146 conferred on it, and that such Capital Stockshares 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 (a) (ciii) the variation of the terms of such liability in connection with the exercise of the write-downWriteWrite-Down and conversion powers Conversion Powers of any EEAConversion Powers of the EEAthe applicable Resolution Authority. [Remainder of page left blank intentionally]SECTION 9.20