Acknowledgement and Consent to Bail-In. Solely to the extent any party hereto is an Affected Financial Institution and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder that may be payable to it by any party hereto that is an Affected Financial Institution;
(b) the effects of any Bail-in Action on any such liability, including, if applicable:
(i) a reduction, in full or in part, or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
Acknowledgement and Consent to Bail-In. Notwithstanding any other term of any Loan Document or any other agreement, arrangement or understanding between the parties, each party hereto acknowledges and accepts that any liability of any party to any other party under or in connection with the Loan Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
(a) any Bail-In Action in relation to any such liability, including (without limitation):
(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
(iii) a cancellation of any such liability; and
(b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
Acknowledgement and Consent to Bail-In. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
Acknowledgement and Consent to Bail-In. 9798 This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of November 19, 2015, is made by and among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, as Borrower, the BANKS listed on the signature pages hereof, MIZUHO BANK, LTD., as Administrative Agent and as Initial Issuing Bank for the Letters of Credit issued or to be issued pursuant to this Agreement, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), PNC BANK, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA and ROYAL BANK OF CANADA, as Co-Documentation Agents.
Acknowledgement and Consent to Bail-In. Notwithstanding anything to the contrary in this Agreement or any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution;
(b) the effects of any Bail-In Action on any such liability, including, if applicable (i) a reduction in full or in part or cancellation of any such liability, (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority. Institution Title Institution Commitment Prior to the First Amendment Effective Date Loans Outstanding on the First Amendment Effective Date 2019 Bank National Cooperative Services Corporation $30,000,000.00 $0 Compass Bank $25,000,000.00 $0 Bank of Communications $20,000,000.00 $0 PNC Bank, National Association $25,000,000.00 $0 2020 Bank Total: $100,000,000.00 The Bank of Tokyo-Mitsubishi UFJ, Ltd. $187,500,000.00 L/C# SLCLSTL11173 – Allamakee- Xxxxxxx Electric Cooperative, Inc. Beneficiary: Universal Service Administrative Company Amount: $290,720 Effective Date: March 18, 2016 Expiration Date: March 18, 2017 On July 1, 2016, Borrower filed a Form 8-K with the SEC announcing that the purchase agreement was amended to adjust the purchase price by $1.25 million, for a purchase price of approximately $144 million, and the Disposition was completed. Net proceeds from the Disposition are subject to post-closing adjustments. Additionally, Borrower remains subject to potential indemnification claims, as more particularly described in the purchase agreement.
Acknowledgement and Consent to Bail-In. Notwithstanding any other term of any Loan Document or any other agreement, arrangement or understanding between the parties hereto, each party hereto acknowledges and accepts that any liability of any party hereto to any other party hereto under or in connection with the Loan Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
(a) any Bail-In Action in relation to any such liability, including (without limitation):
(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
(iii) a cancellation of any such liability; and
(b) a variation of any term of any Loan Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.”
(i) The Credit Agreement is hereby amended by adding the following new Section 9.19:
Acknowledgement and Consent to Bail-In. 16.1 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 99 Schedule 1 Commitment Amounts Of The Lenders Schedule 1A L/C Commitment Amounts Of The Issuing Lenders Schedule 2 Pricing Schedule Schedule 3 List Of Borrower’s Subsidiaries Schedule 4 Deposit Accounts Schedule 5 Foreign Letters of Credit Schedule 6 Closing Date Investments Exhibit A Form Of Compliance Certificate Exhibit B Form Of Assignment And Assumption Exhibit C Form Of Solvency Certificate Exhibit D-1: Form Of U.S. Tax Compliance Certificate For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes Exhibit D-2: Form Of U.S. Tax Compliance Certificate For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes Exhibit D-3: Form Of U.S. Tax Compliance Certificate For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes Exhibit D-4: Form Of U.S. Tax Compliance Certificate For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes Exhibit E Form Of Incremental Increase Agreement Exhibit F Form Of Borrowing Base Certificate THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 20, 2017, is among SESI, L.L.C., as the Borrower, SUPERIOR ENERGY SERVICES, INC., as the Parent, JPMORGAN CHASE BANK, N.A., as the Administrative Agent, and the Lenders from time to time party hereto.
Acknowledgement and Consent to Bail-In. Notwithstanding anything to the contrary in any Transaction Document or in any other agreement, arrangement or understanding among the parties hereto, the Borrower acknowledges that any liability of the Lender arising under the Transaction Documentation, 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: (i) the application of any write-down and conversion powers by an EEA Resolution Authority to any liabilities arising hereunder which may be payable to it by the Lender; and (ii) the effects of any bail-in action on any such liability, including, if applicable: (A) a reduction in full or in part or cancellation of any such liability; (B) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in the Lender or its parent entity and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to such liability under the Transaction Documentation; or (C) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the EEA Resolution Authority.
Acknowledgement and Consent to Bail-In. (a) Notwithstanding any other term of any Interim Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Interim Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
(i) any Bail-In Action in relation to any such liability, including (without limitation):
(A) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(B) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
(C) a cancellation of any such liability; and
(ii) a variation of any term of any Interim Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability. Blackstone Private Credit Fund GBP 88,053,107.81 13/B/0387464/DTTP Blackstone Secured Lending Fund GBP 16,615,384.62 13/B/387245/DTTP RLA Private Credit Number 1 Fund GBP 19,157,894.74 N/A Blackstone Rated Senior Direct Lending Fund LP GBP 45,925,578.95 N/A Blackstone European Senior Debt Fund III SCSp GBP 14,561,403.51 N/A Blackstone European Senior Debt Fund III Levered SCSp GBP 15,686,630.37 N/A To: [•] as Interim Facility Agent From: the Company Date: [•] [•] Interim Facility Agreement dated [•] 2023 (the Interim Facility Agreement)
1. We refer to the Interim Facility Agreement. This is a Drawdown Request. Words and expressions defined in the Interim Facility Agreement shall have the same meanings when used in this Drawdown Request.
2. We wish to borrow an Interim Loan (the Interim Loan) on the following terms:
(a) Facility: Interim Facility B
(b) Drawdown Date: [•] (or, if that is not a Business Day, the next Business Day)
(c) Amount: [•]
(d) Currency: [•]
(e) Interest Period: [•]
3. [This is a Pre-Funding Loan. The Pre-Funding Date is [•].]
4. Our [payment/delivery] instructions are: [•].
5. [We confirm that the Maximum Facility Utilisation Condition will be met immediately following the advance of the Interim Loan, pro forma for the acquisition of the relevant Target Shares to be acquired in connection with the Interim Loan.]*
6. This Drawdown Request is irrevocable. By: [Company] *Note: To be included to the extent required by Clause 7.2 (Completion of Drawdown Reques...
Acknowledgement and Consent to Bail-In. 9596 This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of November 19, 2015, is made by and among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, as Borrower, the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Initial Issuing Bank for the Letters of Credit issued or to be issued pursuant to this Agreement, MIZUHO BANK (USA), LTD., as successor Syndication Agent, and THE BANK OF TOKYO- MITSUBISHI UFJ, LTD., THE BANK OF NOVA SCOTIA and ROYAL BANK OF CANADA, as Co-Documentation Agents.
