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

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party that is an EEA Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Party that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Partyany party becoming a party hereto by virtue of an Assignment and Assumption) acknowledges that any liability of any EEA Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Credit Party) acknowledges that any liability arising under a Loan Document of any Secured Credit Party that is an EEA Affected Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA the applicable Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Credit Party that is an EEA Affected Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; , or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA the applicable Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto to any Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Credit Party) acknowledges that any liability arising under a Loan Document of any Secured Credit Party that is an EEA Affected Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA the applicable Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Credit Party that is an EEA Affected Financial Institution; and (b) the effects of any Bail-in Bail- In Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; , or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA the applicable Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the partiesparties hereto, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Credit Party) acknowledges that any liability arising under a Loan Document of any Secured Credit Party that is an EEA Affected Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA the applicable Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Credit Party that is an EEA Affected Financial Institution; and (b) the effects of any Bail-in Bail- In Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; , or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA the applicable Resolution Authority.Authority.‌

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto to any Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the partiesany such parties hereto, each such party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender or Agent that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, 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 liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender or Agent that is an EEA Financial Institution; and and (bii) the effects of any Bail-in Action on any such liability, including including, if applicable: (iA) a reduction in full or in part or cancellation of any such liability; ; (iiB) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iiiC) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including to Amendment No. 1 and each Secured Party) Person that becomes a party to any Loan Document after the Amendment No. 1 Effective Date acknowledges that any liability arising under of any party hereto (other than a Loan Document of any Secured Party Party) that is an EEA Financial Institution, to the extent such liability is unsecured, Institution arising under any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto (other than a Loan Party) that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent 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 liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, the “Covered Liabilities”), may be subject to the writeWrite-down Down and conversion powers of an EEA Resolution Authority, 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 by an EEA Resolution Authority to any such liabilities Covered Liability arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and ; (b) the effects of any Bail-in In Action on any such liabilityCovered Liability, including including, if applicable: (i) a A reduction in full or in part or cancellation of any such liability; Covered Liability; (ii) a A conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document; or or (iii) the The variation of the terms of such liability Covered Liability in connection with the exercise of the writeWrite-down Down and conversion powers of any EEA Resolution AuthorityConversion Powers.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender or Issuing Bank that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Credit Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution arising under a Loan Document of any Secured Party that is an EEA Financial InstitutionCredit Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any Loan other Credit Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender or any L/C Issuer that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender or any L/C Issuer that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender or Issuing Bank that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender or Issuing Bank that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. (a) Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the partiesparties thereto, the Borrower and the Lender each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (ab) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (bc) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding (a) Solely to the extent any Lender or L/C Issuer that is an EEA Financial Institution is a party to this Agreement, notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the partiesparties hereto, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (ab) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (bc) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent 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 liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Credit Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Credit Document of any Secured Party that is an EEA Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Credit Documents which may be payable to it by any Secured Party that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, undertaking or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Credit Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party of the Loan Parties, Lenders and the other parties hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable; (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers powersWrite-Down and Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers powersWrite-Down and Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Credit Party) acknowledges that any liability arising under a Loan Document of any Secured Credit Party that is an EEA Affected Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA the applicable Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Credit Party that is an EEA Affected Financial Institution; and (b) the effects of any Bail-in Bail- In Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; , or (iii) the the‌ variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA the applicable Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. (a) Notwithstanding anything to the contrary in this Agreement, any Loan Document other Program Agreements or in any other agreement, arrangement or understanding among the partiesparties to the Program Agreements, each party hereto (including each Secured Party) hereby acknowledges that any liability of any EEA Financial Institution arising under a Loan Document of this Agreement or any Secured Party that is an EEA Financial Institutionother Program Agreements, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, 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 liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (bii) the effects of any Bail-in In Action on any such liability, including including, if applicable: (iA) a reduction in full or in part or cancellation of any such liability; ; (iiB) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any Loan Documentother Program Agreement; or or (iiiC) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. (a) Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the partiesparties thereto, each party hereto (including each Secured Party) of the Borrower and the Lender acknowledges that any liability of any EEA Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (ab) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (bc) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Credit Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto to any Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any Loan other Credit Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the partiesparties to any such agreement, arrangement or understanding, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent 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 liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender or Issuer that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender or Issuer that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any First Lien Loan Document or in any other agreement, arrangement or understanding among the partiesany parties to any First Lien Loan Document, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any First Lien Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and ; (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other First Lien Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (bi) the effects of any Bail-in In Action on any such liability, including including, if applicable: (iii) a reduction in full or in part or cancellation of any such liability; ; (iiiii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iiiiv) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the partiesfollowing Persons, Borrower, each party hereto (including each Secured Party) acknowledges Borrower Related Party and Lender acknowledge that any liability of any EEA Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, by (ai) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and (bii) the effects of any Bail-in Action on any such liability, including including, if applicable (iA) a reduction in full or in part or cancellation of any such liability; (iiB) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or and/or (iiiC) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender or L/C Issuer that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender or L/C Issuer that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party New Refinancing Lender (as defined in the Third Amendment) that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party New Refinancing Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent 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 liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Credit Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any 509265-1868-14449-Active.18623094.29 EEA Financial Institution arising under a Loan Document of any Secured Party that is an EEA Financial InstitutionCredit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any Loan other Credit Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything any provision to the contrary set forth in this Agreement, in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

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

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Financing Document or in any other agreement, arrangement or understanding among any of the partiesparties to this Agreement, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution (as defined below) arising under a Loan Document of any Secured Party that is an EEA Financial InstitutionFinancing Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any Loan other Financing Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.. For the purposes of this Section 2.12, the following terms are defined as follows:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding NotwithstandingSolely with respect to the Term Loans, notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender or Issuer that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender or Issuer that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent 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 liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Credit Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA 101 WEIL:\96958663\10\71605.0155 Financial Institution arising under a Loan Document of any Secured Party that is an EEA Financial InstitutionCredit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents which hereunder that may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any Loan other Credit Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.. [Remainder of page intentionally left blank] WEIL:\96958663\10\71605.0155

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Credit Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and CHAR1\1464890v5 (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any Loan other Credit Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party that is an EEA Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution arising under a any Loan Document of or in any Secured Party that is an EEA Financial Institutionother agreement, arrangement or understanding among any such parties, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder or under any Loan Documents Document or in any other agreement, arrangement or understanding among any such parties which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan DocumentDocument or in any other agreement, arrangement or undertaking among any such parties; or or (iii) the variation of the terms of such liability in connection with necessary to give effect to the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : #4848-6974-4858 (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of that, with respect to any Secured Party that is an EEA Financial Institution, any liability of such Secured Party arising under a Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, and 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 an EEA Resolution Authority to any such liabilities arising under any Loan Documents liability which may be payable to it by any such Secured Party that is an EEA Financial InstitutionParty; and (b) the effects of any Bail-in In Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent 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 liability under any Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the writeany Write-down Down and conversion powers of any EEA Resolution AuthorityConversion Powers.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender or Issuing Bank that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender or Issuing Bank that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent 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 liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document this Agreement or in any other account or services agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution arising under a Loan Document of this Agreement or any Secured Party that is an EEA Financial Institutionother account or services agreement, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.shares

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Credit Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender or Issuing Bank that is an EEA Financial InstitutionInstitution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any Loan other Credit Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender or LC Issuer that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender or LC Issuer that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the partiesparties hereto, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, and each party hereto also agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents which hereunder that may be payable to it such party by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, all or a portion of, of such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, undertaking or a bridge institution that may be issued to it such party or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or and (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution that is a Lender or an Issuing Bank arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. (a) Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Affected Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA the applicable Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (ai) the application of any Write-Down down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Affected Financial Institution; and and (bii) the effects of any Bail-in In Action on any such liability, including including, if applicable: (iA) a reduction in full or in part or cancellation of any such liability; ; (iiB) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iiiC) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.the applicable Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : 91839933_4 (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.. 91839933_4

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any Loan Party, on the partiesone hand, and the Administrative Agent or any Lender, on the other, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertakinginstitution, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.”

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEAAffected Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA EEAthe applicable Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : ​ ​ ​ (a) the application of any Write-Down and Conversion Powers by an EEA EEAthe applicable Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA EEAAffected Financial Institution; and ​ (b) the effects of any Bail-in Action on any such liability, including including, if applicable: ​ (i) a reduction in full or in part or cancellation of any such liability; ​ (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA EEAAffected Financial Institution, its parent undertakingundertakingentity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or ​ (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA EEAthe applicable Resolution Authority.. ​

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Credit Party) acknowledges that any liability arising under a Loan Document of any Secured Credit Party that is an EEA Affected Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA the applicable Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Credit Party that is an EEA Affected Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; , or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA the applicable Resolution Authority.. |

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each HN\1529244.10 party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto to any Lender that is an EEA Financial Institution; and ; (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: |US-DOCS\138541167.4141447058.7|| (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: 68208499_7 (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party that is an EEA Financial Institution, to the extent such liability is unsecured, may be subject to the write-down write -down and conversion powers of an EEA Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Party that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement, in any other Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution arising under a this Agreement or in any other Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the write-down Write- Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under hereunder or any other Loan Documents Document which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent 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 liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the partiesparties thereto, each party hereto (including each of the Borrower and the Secured Party) Parties acknowledges that any liability of any EEA Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority."

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution that is a Lender or an L/C Issuer arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any 89128041_4 liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. (a) Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, 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 liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender hereto that is an EEA Financial Institution; and and (bii) the effects of any Bail-in Action on any such liability, including including, if applicable: (iA) a reduction in full or in part or cancellation of any such liability; ; (iiB) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iiiC) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the partiesparties thereto, each party hereto (including each of the Borrower and the Secured Party) Parties acknowledges that any liability of any EEA Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. ‌ Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the partiesparties hereto, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement US-DOCS\107476819.12 or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; Document or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. (a) Notwithstanding anything and to the contrary in any Loan Document or in exclusion of any other agreementterm of this Agreement or any other agreements, arrangement arrangements or understanding among between the partiesCompany and the BRRD Party, each party hereto (including each Secured Party) the Company acknowledges and accepts that any liability a BRRD Liability arising under a Loan Document of any Secured Party that is an EEA Financial Institution, to the extent such liability is unsecured, this Agreement may be subject to the writeexercise of Bail-down and conversion powers of an EEA in Powers by the Relevant Resolution Authority, and agrees and consents toacknowledges, and acknowledges accepts, and agrees to be bound by, (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Party that is an EEA Financial Institution; and : (b) the effects effect of any the exercise of Bail-in Action on Powers by the Relevant Resolution Authority in relation to any such liabilityBRRD Liability of the BRRD Party to the Company under this Agreement, including that (iwithout limitation) may include and result in any of the following, or some combination thereof: (c) the reduction of all, or a reduction in full portion, of the BRRD Liability or in part or cancellation of any such liability; outstanding amounts due thereon; (iid) a the conversion of all, or a portion ofportion, such liability of the BRRD Liability into shares shares, other securities or other instruments obligations of ownership in such EEA Financial Institution, its parent undertaking, the BRRD Party or a bridge institution that may be issued to it or otherwise conferred on itanother person, and that the issue to or conferral on the Company of such shares shares, securities or other instruments obligations; (e) the cancellation of ownership will be accepted by it in lieu the BRRD Liability; (f) the amendment or alteration of any rights with respect to interest, if applicable, thereon, the maturity or the dates on which any such liability under any Loan Document; or payments are due, including by suspending payment for a temporary period; (iiig) the variation of the terms of such liability in connection with this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the write-down and conversion powers of any EEA Relevant Resolution Authority. (h) For purposes of this Section 18:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Credit Party) acknowledges that any liability arising under a Loan Document of any Secured Credit Party that is an EEA Affected Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA the applicable Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Credit Party that is an EEA Affected Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; , or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA the applicable Resolution Authority.Authority.‌

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender is an EEA Financial Institution and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution arising under a Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any Loan other Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability CHAR1\0000000x0 is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including including, if applicable, (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or Issuing Bank that is an EEA Financial Institution is a party to this agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender or Issuing Bank that is an EEA Financial Institution, to the extent such liability is unsecured, Institution arising under any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent 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 liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the partiesparties hereto or thereto, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable, (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Credit Party) acknowledges that any liability arising under a Loan Document of any Secured Credit Party that is an EEA Affected Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA the applicable Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Credit Party that is an EEA Affected Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; , or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA the applicable Resolution Authority.. ​ ​ ​ ​

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any 86678088_4 other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.”

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender or L/C Issuer that is an EEA Financial Institution, to the extent such liability is unsecured, Institution arising under any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender or L/C Issuer that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party that is an EEA Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Party that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party that is an EEA Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Party that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.”

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender or Issuing Bank that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender or Issuing Bank party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, all or a portion of, of such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Credit Party) acknowledges that any liability arising under a Loan Document of any Secured Credit Party that is an EEA Affected Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA the applicable Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Credit Party that is an EEA Affected Financial Institution; and (b) the effects of any Bail-in Bail- In Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; , or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.the

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party that is an EEA Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, (ai) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Party that is an EEA Financial Institution; and (bii) the effects of any Bail-in Action on any such liability, including (iA) a reduction in full or in part or cancellation of any such liability; (iiB) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; or (iiiC) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, the “Covered Liabilities”), may be subject to the writeWrite-down Down and conversion powers of an EEA Resolution Authority, 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 by an EEA Resolution Authority to any such liabilities Covered Liability arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liabilityCovered Liability, including including, if applicable: (i) a A reduction in full or in part or cancellation of any such liability; Covered Liability; (ii) a A conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.or

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution (as defined below) arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, 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 an EEA Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action (as defined below) on any such liability, including (i) including, if applicable: 1. a reduction in full or in part or cancellation of any such liability; (ii) ; 2. a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; or (iii) or 3. the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.”

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the partiesparties hereto, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Transaction Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution arising under a Loan Document of any Secured Party that is an EEA Financial InstitutionTransaction Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: 740811803 17540157 (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any Loan other Transaction Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.. 740811803 17540157

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the partiesparties hereto, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Affected Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA the applicable Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender hereto that is an EEA Affected Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA the applicable Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEAAffected Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA EEAthe applicable Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA EEAthe applicable Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA EEAAffected Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA EEAAffected Financial Institution, its parent undertakingentityundertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-Downwrite-down and conversion powers Cconversion Ppowers of any EEA EEAthe applicable Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender or any L/C Issuer that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender or any L/C Issuer that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) (x) a reduction in full or in part or cancellation of any such liability; ; (ii) (x) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) (x) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any 86539978_7 other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in In Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.”

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely with respect to the Term Loans, notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution arising under a any Loan Document of any Secured Party that is an EEA Financial InstitutionDocument, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the partiesparties hereto or thereto, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable, (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.. #38554198_v8

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Credit Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability of any EEA Financial Institution arising under a Loan Document of any Secured Party that is an EEA Financial InstitutionCredit Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: 111 11863223v8 24740.00050 (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any Loan other Credit Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of that, with respect to any Secured Party that is an EEA Financial Institution, any liability of such Secured Party arising under a Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, and 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 an EEA Resolution Authority to any such liabilities arising under any Loan Documents liability which may be payable to it by any such Secured Party that is an EEA Financial InstitutionParty; and (b) the effects of any Bail-in Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent 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 liability under any Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the writeany Write-down Down and conversion powers of any EEA Resolution AuthorityConversion Powers.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Credit Party) acknowledges that any liability arising under a Loan Document of any Secured Credit Party that is an EEA Affected Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA the applicable Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Credit Party that is an EEA Affected Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; , or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA the applicable Resolution Authority.. ​ ​ ​

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party that is an EEA Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Party that is an EEA Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Credit Document or in any other agreement, 222 LPL – Conformed A&R Credit Agreement arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, undertaking or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any Loan other LoanCredit Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down downWrite-Down and conversion powers powersConversion Powers of an EEA Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down downWrite-Down and conversion powers powersConversion Powers of any EEA Resolution Authority.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the any such parties, each party hereto (including each Secured Party) acknowledges that any liability arising under a Loan Document of any Secured Party Lender that is an EEA Affected Financial InstitutionInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA the applicable Resolution Authority, Authority and agrees and consents to, and acknowledges and agrees to be bound by, : 10453714v6 (a) the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising under any Loan Documents hereunder which may be payable to it by any Secured Party Lender that is an EEA Affected Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or ; (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA the applicable Resolution Authority.. 10453714v6

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties, each party hereto (including each Secured Credit Party) acknowledges that any liability arising under a Loan Document of any Secured Credit Party that is an EEA Financial Institution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority, and agrees and consents to, and acknowledges and agrees to be bound by, (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising under any Loan Documents which may be payable to it by any Secured Credit Party that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.