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

Acknowledgement and Consent to Bail-In of EEA Financial. Institutions Notwithstanding anything to the contrary herein or in any other Credit Document, each party hereto acknowledges that any liability of any party hereto that is an EEA Financial Institution arising hereunder or under any other Credit Document, to the extent such liability is unsecured, may be subject to Write-down and Conversion Powers and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent 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 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 herein in any Credit Document or in any other Credit Documentagreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any party hereto that is an EEA Financial Institution arising hereunder or under any other Credit Document, to the extent such liability is unsecured, may be subject to Writethe write-down and Conversion Powers conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent 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 Credit 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 herein in any Loan Document or in any other Credit Documentagreement, arrangement or understanding among any such parties, each party hereto (and each Issuing Bank on behalf of any of its Affiliates that issues a Letter of Credit as contemplated in the definition of Issuing Bank) acknowledges that any liability of any party hereto that is an EEA Financial Institution arising hereunder or under any other Credit Document, to the extent such liability is unsecured, Loan Document may be subject to the Write-down Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent 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 Credit 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 Institutions. Notwithstanding anything to the contrary herein in any Loan Document or in any other Credit Documentagreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any party hereto that is an EEA Financial Institution arising hereunder or under any other Credit Document, to the extent such liability is unsecured, Loan Document may be subject to the Write-down Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent 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 Credit 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. To the extent not prohibited by applicable law, rule or regulation, each Lender shall notify the Company and the Administrative Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur).

Acknowledgement and Consent to Bail-In of EEA Financial. Institutions Notwithstanding anything to the contrary herein Institutions. agreement, arrangement or in understanding among any other Credit Documentsuch parties, each party hereto acknowledges that any liability of any party hereto that is an EEA Financial Institution arising hereunder or under any other Credit Loan Document, to the extent such liability is unsecured, may be subject to the Write-down Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part 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 Credit 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 herein in any Loan Document or in any other Credit Documentagreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any party hereto that is an EEA Affected Financial Institution arising hereunder or under any other Credit Loan Document, to the extent such liability is unsecured, may be subject to Writethe write-down and Conversion Powers conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Affected Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part 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 Credit 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.. NYDOCS02/1166703 104