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

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”), may be subject to the Write-Down and Conversion Powers and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers to any such Covered Liability arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liability, including, if applicable: (i) A reduction in full or in part or cancellation of any such Covered Liability; (ii) A conversion of all, or a portion of, such Covered 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 Covered Liability under this Agreement or any other Loan Document; or (iii) The variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion Powers.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”), 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 Covered Liability arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liability, including, if applicable: (i) A reduction in full or in part or cancellation of any such Covered Liability; (ii) A conversion of all, or a portion of, such Covered 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 Covered Liability under this Agreement or any other Loan Document; or (iii) The variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document herein or in any other agreement, arrangement or understanding among any such partiesLoan Document, each party hereto from time to time, acknowledges that any liability of any Lender party hereto that is an Affected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the Write-Down and Conversion Powers and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers to any such Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In in Action on any such Covered Liability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liability; (ii) A a conversion of all, or a portion of, such Covered 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 Covered Liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion Powers. Notwithstanding anything to the contrary herein, nothing contained in this Section 11.23 shall modify or otherwise alter the rights or obligations under this Agreement with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document this Agreement or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) 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 Covered Liability liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A a conversion of all, or a portion of, such Covered Liability 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 Covered Liability liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion Powers.Powers of the applicable Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such partiesthe parties hereto, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)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: (ai) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such Covered Liability liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and (bii) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (ia) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (iib) A a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertakingentity, 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 Covered Liability liability under this Agreement or any other Loan Document; or (iiic) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Writewrite-Down down and Conversion Powersconversion powers of the applicable Resolution Authority.” (o) After giving effect to the incurrence of the 2021 Increment Term Loans pursuant to this Amendment, the aggregate principal amount of Incremental Term Loans and Incremental Revolving Commitments, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, permitted to be incurred pursuant to Section 2.14(4)(c)(A) of the Amended Credit Agreement after the First Amendment Effective Date shall be deemed to be the sum of (x) the greater of (i) $158,000,000 and (ii) 100% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis) plus (y) the Reallocated Debt Basket Amount (if any).

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in this Agreement, any other Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges and accepts that any liability of any Lender that is an Affected Financial Institution Bail-In Liability arising under this Agreement or any other Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”), may be subject to the Write-Down and Conversion Powers of an applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a1) the application effect of the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in relation to any such Covered Bail-In Liability arising hereunder which under this Agreement or any other Loan Documents, that (without limitation) may be payable to it by include and result in any Lender that is an Affected Financial Institution; andof the following, or some combination thereof: (a) a reduction of all, or a portion of the Bail-In Liability or outstanding amount due thereon; (b) the effects of any Bail-In Action on any such Covered Liability, including, if applicable: (i) A reduction in full or in part or cancellation of any such Covered Liability; (ii) A a conversion of all, or a portion of, such Covered of the Bail-In Liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertakingentity, 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 Covered Liability liability under this Agreement or any other Loan Document; (c) the cancellation of the Bail-In Liability; or (iiid) The the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (2) the variation of the terms of such Covered Liability in connection with this Agreement, as deemed necessary by the applicable Resolution Authority, to give effect to the exercise of the Write-Down and Conversion PowersPowers by such applicable Resolution Authority.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document herein or in any other agreementLoan Document, arrangement or understanding among any such partiesthe Borrower, each party hereto Lender and the Administrative Agent (each, an “Acknowledging Party”) acknowledges that any liability of any Lender that is an Affected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), ) 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 to any such Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liability; (ii) A a conversion of all, or a portion of, such Covered 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 Covered Liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)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 Covered Liability liabilities arising hereunder which that may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A a conversion of all, or a portion of, such Covered Liability 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 Covered Liability liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority. To the extent not prohibited by applicable law, rule or regulation, (i) each Lender shall notify the Company and the Administrative Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could reasonably be expected to be asserted against such Lender) and (ii) the Company and each Loan Party shall notify the Administrative Agent and each Lender if the Company or such Loan Party has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could reasonably be expected to be asserted against the Company or such Loan Party).

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)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 Covered Liability liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertakingentity, 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 Covered Liability liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority. Section 5. Borrower represents and warrants that, except as qualified in this Section, (a) the representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of such date, and (b) all of the conditions for extension of the Maturity Date set forth in Section 2.22 of the Credit Agreement have been satisfied. The representations and warranties set forth in Article III of the Credit Agreement are qualified as follows: attached hereto as Exhibit A is an updated list of all Subsidiaries of the REIT to replace the existing Schedule 3.13. Borrower hereby certifies that no event has occurred and is continuing which constitutes an Event of Default under the Credit Agreement or which upon the giving of notice or the lapse of time or both would constitute such an Event of Default. Section 6. Except as expressly amended hereby, the Credit Agreement and the other Loan Documents shall remain in full force and effect. The Credit Agreement, as hereby amended, and all rights and powers created thereby or thereunder and under the other Loan Documents are in all respects ratified and confirmed and remain in full force and effect. Section 7. The term “Credit Agreement” as used in the Credit Agreement, the other Loan Documents or any other instrument, document or writing furnished to Agent or Lenders by Borrower shall mean the Credit Agreement as hereby amended. Section 8. This Amendment (a) shall be binding upon Borrower, Guarantors, Agent and Lenders and their respective successors and assigns (provided, however, no party may assign its rights hereunder except in accordance with the Credit Agreement); (b) may be modified or amended only in accordance with the Credit Agreement; (c) shall be governed by and construed in accordance with the laws of the State of Texas and the United States of America; (d) may be executed in several counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement; and (e) embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter. Borrower and Guarantors each hereby releases, discharges and acquits forever Agent, Lenders and their respective officers, directors, trustees, agents, employees and counsel (in each case, past, present and future) from any and all Claims existing as of the date of actual execution hereof by the applicable person or entity. As used herein, the term “Claim” shall mean any and all liabilities, claims, defenses, demands, actions, causes of action, judgments, deficiencies, interest, liens, costs or expenses (including but not limited to court costs, penalties, attorneys’ fees and disbursements, and amounts paid in settlement) of any kind and character whatsoever, arising directly or indirectly from the loan evidenced by the Credit Agreement, including but not limited to claims for usury, breach of contract, breach of commitment, negligent misrepresentation or failure to act in good faith, in each case whether now known or unknown, suspected or unsuspected, asserted or unasserted or primary or contingent, and whether arising out of written documents, unwritten undertakings, course of conduct, tort, violations of laws or regulations or otherwise. Section 9. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES BEFORE OR SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF TOGETHER CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document this Agreement or in any of the other agreementProgram Documents, arrangement or understanding among any such parties, each party hereto Seller acknowledges that any liability of any Lender that is an Affected EEA Financial Institution or any UK Financial Institution, including without limitation Buyer or any of its successors or assigns, arising under this Agreement or under any Loan Documentof the other Program Documents, except to the extent such liability is unsecured (all such liabilities, excluded under the “Covered Liabilities”)Bail-In Legislation from the scope of any Bail-In Action, may be subject to the Write-Down and Conversion Powers of an 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 applicable Resolution Authority to any such Covered Liability liabilities arising hereunder under this Agreement or under any of the other Program Documents which may be payable to it by any Lender party hereto that is an Affected EEA Financial Institution or a UK Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability including without limitation a reduction in any accrued or unpaid interest in respect of such liability; (ii) A a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such Affected EEA Financial Institution or such UK 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 Covered Liability liability under this Agreement or under any of the other Loan Program Document; or (iii) The the variation of the terms of such Covered Liability in connection with this Agreement or under any of the other Program Documents to give effect to the exercise of the Write-Down and Conversion PowersPowers of any applicable Resolution Authority.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any 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 Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”), Credit Document 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 Covered Liability liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability ; (ii) A a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertakingentity, 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 Covered Liability liability under this Credit Agreement or any other Loan Credit Document; or (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority. To the extent not prohibited by applicable Law, each Lender shall notify the Borrower and the Administrative Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could be reasonably be expected to be asserted against such Lender).

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any 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 Affected Financial Institution arising under any Loan Credit Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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 Covered Liability liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In in Action on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A a conversion of all, or a portion of, such Covered Liability 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 Covered Liability liability under this Agreement or any other Loan Credit Document; or (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Writewrite-Down down and Conversion Powersconversion powers of the applicable Resolution Authority. ​ ​ ​ ​ ​ [Date] Bank of America, N.A., as Administrative Agent One Bryant Park New York, New York 10036 Attention: [Asset Based Account Officer – Urban One] Ladies and Gentlemen: The undersigned, Urban One, Inc. (the “Administrative Borrower”), refers to the Credit Agreement, dated as of February 19, 2021 (as amended, restated, amended and restated, extended, renewed, replaced, modified and/or supplemented from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among the Administrative Borrower, the other Borrowers party thereto, the lenders from time to time party thereto (the “Lenders”), and you, as Administrative Agent for such Lenders, and hereby gives you notice pursuant to Section [2.06][2.09] of the Credit Agreement, that the undersigned hereby requests to [convert] [continue] the Borrowing of Loans, and in that connection sets forth below the information relating to such [conversion] [continuation] (the “Proposed [Conversion] [Continuation]”) as required by Section [2.06][2.09] of the Credit Agreement: (i) The Proposed [Conversion][Continuation] relates to the Borrowing of Loans originally made on [___], 20[__] (the “Outstanding Borrowing”) to [Name of Borrower] in the principal amount of $__________ and currently maintained as a Borrowing of [Base Rate Loans] [Term SOFR Loans with an Interest Period ending on _________ __, ____]. (ii) The Business Day of the Proposed [Conversion][Continuation] is _________ __, ____.1 (iii) The Outstanding Borrowing shall be [continued as a Borrowing of Term SOFR Loans with an Interest Period of [one (1) month] [three (3) months] [six (6) months] [if such Interest Period is unavailable [specify alternative desired]] [converted into a Borrowing of [Base Rate Loans] [Term SOFR Loans with an Interest Period of [one (1) month] [three (3) months] [six (6) months] [if such Interest Period is unavailable [specify alternative desired]]].2 ​ ​ ​ ​ ​ 1 Shall be a Business Day at least three Business Days (or one Business Day in the case of a conversion into Base Rate Loans) after the date hereof; provided that such notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. (New York City time) on such day. 2 In the event that either (x) only a portion of the Outstanding Borrowing is to be so converted or continued or (y) the Outstanding Borrowing is to be divided into separate Borrowings with different Interest Periods, the Administrative Borrower should make appropriate modifications to this clause to reflect same.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)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 Covered Liability liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A a conversion of all, or a portion of, such Covered Liability 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 Covered Liability liability under this Agreement or any other Loan Document; oror -137- 4882-5123-79004861-6868-3896 v.123 (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion Powers.Powers of the applicable Resolution Authority. 4882-5123-79004861-6868-3896 v.123 U.S. $[•] [•], 20[•] FOR VALUE RECEIVED, the undersigned, Impel NeuroPharma,Pharmaceuticals Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to [ ] (the “Lender”), in immediately available funds, the aggregate principal sum set forth above, or, if less, the aggregate unpaid principal amount of the Loan made by the Lender pursuant to Section 2.01 of the Credit Agreement referred to below, on the dates and at the times set forth in the Credit and Guaranty Agreement, dated as of March 17, 2022, among the Borrower, the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto and Oaktree Fund Administration, LLC, in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used in this Note and not otherwise defined herein shall have the meanings attributable to such terms in the Credit Agreement. The Borrower also promises to pay interest on the unpaid principal amount of the Lender’s Loans on the dates and at the rate or rates provided for in the Credit Agreement. All payments of principal and interest shall be made in lawful money of the United States in immediately available funds to the Administrative Agent at such place and to such account or accounts as the Administrative Agent may direct from time to time by notice to the Borrower in accordance with the Credit Agreement, for the benefit of the Lender. on the date or dates and times specified in the Credit Agreement, together with interest on the principal amount of such Loans from time to time outstanding thereunder at the rates, and payable in the manner and on the dates and at the times specified in the Credit Agreement. This Note is one of the Notes referred to in and is issued pursuant to the terms of the Credit Agreement, and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein. Reference is hereby made to the Credit Agreement for a statement of the terms and conditions governing this Note, including those related to voluntary and mandatory prepayment of this Note and acceleration of the maturity hereof upon the happening of certain stated events. This Note is secured, on a parity basis with the other Notes, by the Security Documents. Reference is xxxxxx made to the Security Documents for a description of the collateral thereby mortgaged, warranted, conveyed, assigned, transferred, pledged and hypothecated, the nature and extent of the security for this Note and the rights of the holder of this Note and the Administrative Agent in respect of such security and otherwise. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EXHIBIT A-1

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any 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 Affected Financial Institution arising under any Loan Credit Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)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) i. the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such Covered Liability liabilities arising hereunder which that may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) ii. the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) A a. a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A b. a conversion of all, or a portion of, such Covered Liability 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 Covered Liability liability under this Agreement or any other Loan Credit Document; or (iii) The . the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion Powers.Powers of the applicable Resolution Authority. In Witness Whereof, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. BLACK HILLS CORPORATION, a South Dakota corporation By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President and Chief Executive Officer U.S. BANK National Association, as the Administrative Agent and a Bank By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director BANK OF MONTREAL, CHICAGO BRANCH, as a Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director FOR VALUE RECEIVED, the undersigned, Black Hills Corporation, a South Dakota corporation (“Borrower”), promises to pay to the order of [_________________] (the “Bank”) on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of U.S. Bank National Association, in accordance with Section 4.1 of the Credit Agreement (as hereafter defined), the aggregate unpaid principal amount of all Loans made by the Bank to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books or records or on a schedule attached to this Note, which is a part hereof, each Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances from time to time outstanding hereon, whether the Loan is a Base Rate Loan or a Eurodollar Loan, and the interest rate and Interest Period applicable thereto, provided that prior to the transfer of this Note all such amounts shall be recorded on a schedule attached to this Note. The record thereof, whether shown on such books or records or on a schedule to this Note, shall be prima facie evidence of the same; provided, however, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Loans made to it pursuant to the Credit Agreement together with accrued interest thereon. This Note is one of the Notes referred to in the Credit Agreement dated as of February 24, 2021, among, inter alia, the Borrower, U.S. Bank National Association, as Administrative Agent; and the financial institutions party thereto (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of New York. Prepayments may be made hereon and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder. BLACK HILLS CORPORATION, a South Dakota corporation By: Name: Title: This Compliance Certificate is furnished to U.S. Bank National Association, as Administrative Agent pursuant to the Credit Agreement dated as of February 24, 2021, among, inter alia, Black Hills Corporation, a South Dakota corporation (“Borrower”), U.S. Bank National Association, as Administrative Agent, and the financial institutions party thereto as lenders (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected or appointed ______________________of the Borrower; 2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such partiesherein, each party hereto acknowledges that any liability of any Lender party hereto that is an Affected Financial Institution arising under any Loan Documenthereunder, to the extent such liability is unsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), 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 Covered Liability arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In in Action on any such Covered Liability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liability; (ii) A a conversion of all, or a portion of, such Covered Liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertakingentity, 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 Covered Liability under this Agreement or any other Loan DocumentAgreement; or (iii) The the variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Section 9.17 shall modify or otherwise alter the rights or obligations under this Agreement with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”), 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 Covered Liability arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liability, including, if applicable:: 115 (i) A reduction in full or in part or cancellation of any such Covered Liability; (ii) A conversion of all, or a portion of, such Covered 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 Covered Liability under this Agreement or any other Loan Document; or (iii) The variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. (a) Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such partiesparties to the Loan Documents, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent that such liability is unsecured (all such liabilities, the “Covered Liabilities”)unsecured, may be subject to the Write-Down and Conversion Powers of a 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 EEA Resolution Authority to any such Covered Liability liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and and (bii) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: : (iA) A a reduction in full or in part or cancellation of any such Covered Liability; liability; (iiB) A a conversion of all, or a portion of, such Covered Liability 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 Covered Liability liability under this Agreement or any other Loan Document; or or (iiiC) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion PowersPowers of any Resolution Authority. (b) Each party hereto agrees that it will notify the Borrowers and the Administrative Agent, as soon as practicable, of such party becoming the subject of a Bail-In Action unless notification is prohibited by law, regulation or order.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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 Covered Liability liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In in Action on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such Affected Financial Institution, its parent CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 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 Covered Liability liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Writewrite-Down down and Conversion Powersconversion powers of the applicable Resolution Authority.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such partiesDocument, each party hereto acknowledges that any liability of any Agent or any Lender that is an Affected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured (all such liabilities, other than any Excluded Liability, the “Covered LiabilitiesLiability”), 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 Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any party hereto to any Agent or any Lender that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liability; (ii) A a conversion of all, or a portion of, such Covered 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 Covered Liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this subsection 10.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document herein or in any other agreementLoan Document, arrangement or understanding among any such partiesthe Parent Borrower, each party hereto Lender and the Administrative Agent (each, an “Acknowledging Party”) acknowledges that any liability of any Lender that is an Affected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), ) 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 to any such Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liability; (ii) A a conversion of all, or a portion of, such Covered 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 Covered Liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.23 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Credit Document or in any other agreement, arrangement or understanding among any such partiesthe parties hereto with respect to the subject matter hereof, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”), Credit Document may be subject to the Write-Down and Conversion Powers of any 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 applicable Resolution Authority to any such Covered Liability liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertakingentity, or a bridge institution that may be issued to it or otherwise conferred on it, [[DMS:6095583v3:05/23/2023--01:55 PM]] 71 and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability liability under this Agreement or any other Loan Credit Document; or (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion Powers.Powers of an applicable Resolution Authority. In the event a Bank has been notified by an applicable Resolution Authority that it has been or may be subject to a Bail-In Action, it shall immediately notify the Administrative Agent and the Company. [[DMS:6095583v3:05/23/2023--01:55 PM]]

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding Solely to the extent any Lender that is an Affected Financial Institution is a party to this Credit Agreement, notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)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:: 128 (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such Covered Liability liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A a conversion of all, or a portion of, such Covered Liability 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 Covered Liability liability under this Credit Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion Powers.Powers of the applicable Resolution Authority. 129

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in this Agreement, any Loan Document Note or in any other agreement, arrangement or understanding among any such partiesparties with respect to the subject matter hereof, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Documentthis Agreement, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)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 Covered Liability liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A a conversion of all, or a portion of, such Covered Liability 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 Covered Liability liability under this Agreement or any other Loan DocumentAgreement; or (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion Powers.Powers of the applicable Resolution Authority. In the event a Lender has been notified by an EEA Resolution Authority that it has or may be subject to a Bail-In Action, it shall immediately notify the Agent who shall in turn promptly notify the Company. As used in this Agreement, the following terms shall have the following meanings:

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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 Covered Liability liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A a conversion of all, or a portion of, such Covered Liability 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 90 accepted by it in lieu of any rights with respect to any such Covered Liability liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority. To the extent not prohibited by applicable law, rule or regulation, each Lender shall notify Borrowers and Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur).

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document herein or in any other agreementLoan Document, arrangement or understanding among any such partiesthe Borrower, each party hereto Lender and the Administrative Agent (each, an “Acknowledging Party”) acknowledges that any liability of any Lender that is an Affected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), ) 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 to any such Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liability; (ii) A a conversion of all, or a portion of, such Covered 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 Covered Liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.”; and (xviii) by adding a new Subsection 11.22 of the Credit Agreement as set forth below:

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such partiesDocument, each party hereto acknowledges that any liability of any Lender or Issuing Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the Write-Down and Conversion Powers of an applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:: 151 [[6103614]] (a) the application of any Write-Down and Conversion Powers by an applicable Resolution Authority to any such Covered Liability Liabilities arising hereunder which may be payable to it by any Lender or Issuing Lender that is an Affected Financial Institution; and and (b) the effects of any Bail-In in Action on any such Covered Liability, including, if applicable: : (i) A a reduction in full or in part or cancellation of any such Covered Liability; ; (ii) A a conversion of all, or a portion of, such Covered 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 Covered Liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability in connection with the exercise of the Writewrite-Down down and Conversion Powersconversion powers of any Affected Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Section 10.23 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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 Covered Liability liabilities arising hereunder which that may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A a conversion of all, or a portion of, such Covered Liability 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 Covered Liability liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Writewrite-Down down and Conversion Powersconversion powers of the applicable Resolution Authority. , Blue Torch Finance LLC, as Administrative Agent under the Credit Agreement referred to below 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Email: XxxxXxxxxXxxxxx@xxxxxxxxxx.xxx Re: eHealth, Inc. Reference is made to that certain Credit Agreement, dated as of February 28, 2022 (as the same may be amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among eHealth, Inc., a Delaware corporation (the “Borrower”), Blue Torch Finance LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent under the Loan Documents, and each Lender from time to time party thereto. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.2 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement and, in connection therewith, sets forth below the information relating to the Borrowing (the “Proposed Borrowing”) as required by Section 2.2 of the Credit Agreement: (a) The date of the Proposed Borrowing is , (the “Funding Date”). (b) The aggregate principal amount of the Borrowing is $ . (c) $ of the Borrowing shall be of [Base Rate Loans] [SOFR Loans]. (d) For SOFR Loan: with an initial Interest Period of three months (such initial Interest Period to comply with the provisions of the definition of “Interest Period”). (e) The location and number of the Borrower’s account to which funds are to be disbursed is:

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding Solely to the extent any Lender that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) 1. the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such Covered Liability liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and (b) 2. the effects of any Bail-In in Action on any such Covered Liabilityliability, including, if applicable: (i) A 1. a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A 2. a conversion of all, or a portion of, such Covered Liability 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 Covered Liability liability under this Agreement or any other Loan Document; or (iii) The 3. the variation of the terms of such Covered Liability liability in connection with the exercise of the Writewrite-Down down and Conversion Powersconversion powers of the applicable Resolution Authority. (g) Section 10.24 is hereby amended and restated in its entirety as set forth below:

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”), Document 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 Covered Liability liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; andand Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertakingentity, 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 Covered Liability liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties hereto or to any such partiesother Loan Document, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution (as defined below) arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)unsecured, may be subject to the Write-Write Down and Conversion Powers (as defined below) of the applicable Resolution Authority (as defined below) 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 Covered Liability liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action (as defined below) on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertakingentity, 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 Covered Liability liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion Powers.Powers of the applicable Resolution Authority. The following terms shall for purposes of this Section 9.18 have the meanings set forth below:

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”), 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 Covered Liability arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; andand ​ (b) the effects of any Bail-In Action on any such Covered Liability, including, if applicable:: ​ (i) A a reduction in full or in part or cancellation of any such Covered Liability;; ​ (ii) A a conversion of all, or a portion of, such Covered 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 Covered Liability under this Agreement or any other Loan Document; oror ​ (iii) The the variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion Powers.Powers of the applicable Resolution Authority. ​

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document herein or in any other agreementLoan Document, arrangement or understanding among any such partiesBorrower, each party hereto Lender, and the Administrative Agent (each of Borrower, the Lenders and the Administrative Agent, an “Acknowledging Party”) acknowledges that any liability of any Lender that is an Affected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), ) 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 to any such Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In in Action on any such Covered Liability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liability; (ii) A a conversion of all, or a portion of, such Covered 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 Covered Liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Section 11.25 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Section 11.25) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)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 Covered Liability liabilities arising hereunder which may be payable to it by any Lender or Issuing Lender that is an Affected Financial Institution; and; (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A a conversion of all, or a portion of, such Covered Liability 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 Covered Liability liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority. Eurocurrency Advance, SOFR Advance or XXXXX Advance 0.50% 0.625% 0.75% 1.00% 1.125% Alternate Base Rate Advance 0% 0% 0% 0% 0.125% For the purpose of the foregoing charts, (a) if only one of S&P and Xxxxx’x shall have in effect a Public Debt Rating, the Applicable Margin or Commitment Fee, as applicable, shall be determined by reference to the available Public Debt Rating; (b) if neither S&P nor Xxxxx’x shall have in effect a Public Debt Rating, the Applicable Margin or Commitment Fee, as applicable, shall be set in accordance with Pricing Level V until such time as either S&P or Xxxxx’x shall have in effect a Public Debt Rating; (c) if the Public Debt Ratings established by S&P and Xxxxx’x shall fall within different levels, the Applicable Margin or Commitment Fee, as applicable, shall be based upon the higher of such Public Debt Ratings, except that in the event that the lower of such Public Debt Ratings is more than one level below the higher of such Public Debt Ratings, the Applicable Margin or Commitment Fee, as applicable, shall be based upon the level immediately below the higher of such Public Debt Ratings; (d) if any Public Debt Rating established by S&P or Xxxxx’x shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (e) if S&P or Xxxxx’x shall change the basis on which Public Debt Ratings are established, each reference to the Public Debt Ratings announced by S&P or Xxxxx’x, as the case may be, shall refer to the then equivalent rating by S&P or Xxxxx’x, as the case may be. [FORM OF] PREPAYMENT NOTICE Citibank, N.A. Citibank Delaware One Penns Way OPS 2/2 New Castle, DE 19720 Attention: Agency Operations Fax: (000) 000-0000 XxxxxxXXXXXxxxxxx@xxxx.xxx Ladies and Gentlemen: Reference is hereby made to the Credit Agreement dated as of December 23, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Salesforce, Inc. (f/k/a xxxxxxxxxx.xxx, inc.), a Delaware corporation (the “Borrower”), the institutions from time to time parties thereto as Lenders and Citibank, N.A., as Administrative Agent, a Swingline Lender and an Issuing Lender. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. This Prepayment Notice is delivered to you pursuant to Section 2.07 of the Credit Agreement. The Borrower hereby gives notice of a prepayment of Loans as follows:

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document herein or in any other agreement, arrangement or understanding among any such partiesLoan Document, each party hereto acknowledges that any liability of any Lender party hereto that is an Affected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), 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 of the applicable Resolution Authority to any such Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liability; (ii) A a conversion of all, or a portion of, such Covered 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 Covered Liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.23 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document or with respect to any liability that is not a Covered Liability.” (h) Section 11 of the Credit Agreement is hereby amended by inserting the following as a new Subsection 11.24 thereof and renumbering the remaining subsections appropriately:

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)unsecured, may be subject to the Writewrite-Down down and Conversion Powers 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 Covered Liability liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) A a conversion of all, or a portion of, such Covered Liability 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 Covered Liability liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Writewrite-Down down and Conversion Powersconversion powers of the applicable Resolution Authority. (xxv) Schedule 2.01 to the Original Credit Agreement is hereby replaced with Schedule 2.01 attached to this Amendment. (xxvi) The form of Loan Notice attached as Exhibit A to the Original Credit Agreement shall be replaced with the form of Loan Notice attached as Exhibit A to this Amendment. (xxvii) The form of Compliance Certificate attached as Exhibit C to the Original Credit Agreement shall be replaced with the form of Compliance Certificate attached as Exhibit B to this Amendment.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding Solely to the extent any Lender, L/C Issuer or Swing Line Lender that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender, L/C Issuer or Swing Line Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, the “Covered Liabilities”)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 Covered Liability liabilities arising hereunder which may be payable to it by any Lender, L/C Issuer or Swing Line Lender that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (iA) A a reduction in full or in part or cancellation of any such Covered Liabilityliability; (iiB) A a conversion of all, or a portion of, such Covered Liability 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 Covered Liability liability under this Agreement or any other Loan Document; or (iiiC) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any 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 Affected Financial Institution arising under any Loan Credit Document, to the extent that such liability is unsecured (all such liabilities, the “Covered Liabilities”)unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority, and each party hereto 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 Covered Liability liabilities arising hereunder which that may be payable to it by any Lender that is an Affected Financial Institution; and and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: , (i) A reduction a reduction, in full or in part part, or cancellation of any such Covered Liability; liability, (ii) A a conversion of all, or a portion ofportion, of such Covered Liability 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 to, or otherwise conferred on 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 Covered Liability liability under this Agreement or any other Loan Credit Document; or , or (iii) The the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion PowersPowers of the applicable Resolution Authority. (i) A new Section 11.23 of the Credit Agreement is inserted at the end of Article XI of the Credit Agreement to read as follows:

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such partiesDocument, each party hereto acknowledges that any liability of any Lender or Issuing Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the Write-Down and Conversion Powers of an 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 applicable Resolution Authority to any such Covered Liability Liabilities arising hereunder which may be payable to it by any Lender or Issuing Lender that is an Affected Financial Institution; and (b) the effects of any Bail-In in Action on any such Covered Liability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liability; (ii) A a conversion of all, or a portion of, such Covered 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 Covered Liability under this Agreement or any other Loan Document; or; (iii) The the variation of the terms of such Covered Liability in connection with the exercise of the Writewrite-Down down and Conversion Powersconversion powers of any Affected Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Section 10.23 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document herein or in any other agreement, arrangement or understanding among any such partiesLoan Document, each party hereto from time to time, acknowledges that any liability of any Lender party hereto that is an Affected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the Write-Down and Conversion Powers and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers to any such Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liability; (ii) A a conversion of all, or a portion of, such Covered 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 Covered Liability under this Agreement or any other Loan Document; or (iii) The the variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion Powers. Notwithstanding anything to the contrary herein, nothing contained in this Section 11.23 shall modify or otherwise alter the rights or obligations under this Agreement with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such partiesherein, each party hereto acknowledges that any liability of any Lender party hereto that is an Affected Financial Institution arising under any Loan Documenthereunder, to the extent such liability is unsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the Write-Down down and Conversion Powers and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers to any such Covered Liability arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In in Action on any such Covered Liability, including, if applicable: (i) A a reduction in full or in part or cancellation of any such Covered Liability; (ii) A a conversion of all, or a portion of, such Covered Liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertakingentity, 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 Covered Liability under this Agreement or any other Loan DocumentAgreement; or (iii) The the variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion Powers. Notwithstanding anything to the contrary herein, nothing contained in this Section 9.15 shall modify or otherwise alter the rights or obligations under this Agreement with respect to any liability that is not a Covered Liability.