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

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary herein or in any other Loan Document, the Borrower, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) acknowledges that any liability of any party heretoLender that is an EEAAffected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers to any Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such Covered Liability; (ii) a conversion of all, or a portion of, such Covered Liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary herein or in any other Loan Document, the each party heretothe Parent Borrower, each party heretoLender Lender and the Administrative Agent (each, an “Acknowledging Party”) acknowledges that any liability of any party heretoLender that is an EEAAffected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers to any Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such Covered Liability; (ii) a conversion of all, or a portion of, such Covered Liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 11.23 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary herein in any Loan Document or in any other Loan Documentagreement, the Borrowerarrangement or understanding among any such parties, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) hereto acknowledges that any liability of any party heretoLender that is an EEAAffected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”)unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of the an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any Covered Liability such liabilities arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In in Action on any such Covered Liabilityliability, including, if applicable: (i) a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such Covered Liability liability in connection with the exercise of the Writewrite-Down down and Conversion Powers conversion powers of the any EEAthe applicable Resolution Authority. Notwithstanding anything Each Lender confirms, as of the ClosingThird Amendment Effective Date (or, if later, the date upon which such Lender becomes a party to the contrary hereinthis Agreement) that, nothing contained unless notified in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party writing by such Lender to the extent set forth in this Subsection 11.21) or with respect to any liability that Agent and Administrative Borrower, such Lender is not a Covered Liabilityan EEAAffected Financial Institution. Each Lender shall promptly notify Agent and Administrative Borrower if for any reason, at any time, it becomes an EEAAffected Financial Institution.

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. 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 herein in any Loan Document or in any other Loan Documentagreement, the Borrowerarrangement or understanding among any such parties, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) hereto acknowledges that any liability of any party heretoLender Lender or L/C Issuer that is an EEAAffected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”)unsecured, may be subject to the Write-Down and Conversion Powers of the an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any Covered Liability such liabilities arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto or L/C Issuerparty thereto that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in ofin such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion Powers of the any EEAthe applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEAAffected 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 notwithstandingNotwithstanding anything to the contrary herein in any Loan Document or in any other Loan Documentagreement, the Borrowerarrangement or understanding among any such parties, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) hereto acknowledges that any liability of any party heretoLender Lender or L/C Issuer that is an EEAAffected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”)unsecured, may be subject to the Writewrite-down and conversion powers of an EEAWrite-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any Covered Liability such liabilities arising hereunder or under any other Loan Document which may be payable to it by any Lender party or L/C Issuerparty hereto that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such 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 Covered Liability liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such Covered Liability liability in connection with the exercise of the Writewrite-Down down and Conversion Powers conversion powers of the applicable any EEAapplicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding Solely to the extent that any Lender that is an EEAAffected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary herein in any Loan Document or in any other Loan Documentagreement, the Borrowerarrangement or understanding among any such parties, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) hereto acknowledges that any liability of any party heretoLender Lender that is an EEAAffected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”)unsecured, may be subject to the Writewrite-down and conversion powers of an EEAWrite-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (ai) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any Covered Liability such liabilities arising hereunder or under any other Loan Document which may be payable to it by any Lender party Lenderparty hereto that is an EEAAffected Financial Institution; and (bii) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such 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 Covered Liability liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such Covered Liability liability in connection with the exercise of the Writewrite-down and conversion powers of any EEAWrite-Down and Conversion Powers of the applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding Solely to the extent any Lender or L/C Issuer that is an EEAan Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary herein in any Loan Document or in any other Loan Documentagreement, the Borrowerarrangement or understanding among any such parties, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) hereto acknowledges that any liability of any party heretoLender Lender or L/C Issuer that is an EEAAffected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”)unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of the an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (ai) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any Covered Liability such liabilities arising hereunder or under any other Loan Document which whichthat may be payable to it by any Lender party hereto or L/C Issuer that is an EEAAffected Financial Institution; and (bii) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (iA) a reduction in full or in part or cancellation of any such Covered Liabilityliability; (iiB) a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability liability under this Agreement or any other Loan Document; or (iiiC) the variation of the terms of such Covered Liability liability in connection with the exercise of the Writewrite-Down down and Conversion Powers conversion powers of the any EEAthe applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding Solely to the extent any Lender or L/C Issuer that is an EEAAffected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary herein in any Loan Document or in any other Loan Documentagreement, the Borrowerarrangement or understanding among any such parties, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) hereto acknowledges that any liability of any party heretoLender Lender or any L/C Issuer that is an EEAAffected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”)unsecured, may be subject to the Write-Down and Conversion Powers of the an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any Covered Liability such liabilities arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto or L/C Issuer that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion Powers of the any EEAthe applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding NotwithstandingSolely to the extent any Lender or L/C issuer that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary herein in any Loan Document or in any other Loan Documentagreement, the Borrowerarrangement or understanding among any such parties, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) hereto acknowledges that any liability of any party heretoLender Lender or any L/C Issuer that is an EEAAffected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”)unsecured, may be subject to the Writewrite-down and conversion powers of an EEAWrite-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any Covered Liability such liabilities arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto or L/C Issuer that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such Covered Liability liability in connection with the exercise of the Writewrite-down and conversion powers of any EEAWrite-Down and Conversion Powers of the applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding Solely to the extent any Lender or Issuing Lender that is an EEAAffected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary herein in any Loan Document or in any other Loan Documentagreement, the Borrowerarrangement or understanding among any such parties, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) hereto acknowledges that any liability of any party heretoLender Lender or Issuing Lender that is an EEAAffected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”)unsecured, may be subject to the Write-Down and Conversion Powers of the an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any Covered Liability such liabilities arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto or Issuing Lender that is an EEAAffected Financial Institution; and (b) (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) (ii) a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability liability under this Agreement or any other Loan Document; or (iii) (iii) the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable any EEAapplicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary herein in any Loan Document or in any other Loan Documentagreement, the Borrowerarrangement or understanding among any such parties, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) hereto acknowledges that any liability of any party heretoLender that is an EEAAffected EEA<Affected> Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”)unsecured, may be subject to the Write-Down and Conversion Powers of an EEA<the applicable 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 Covered Liability such liabilities arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto that is an EEAAffected EEA<Affected> Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such EEAAffected EEA<Affected > Financial Institution, its parent undertakingentity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA<the applicable applicable> Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary herein in any Loan Document or in any other Loan Documentagreement, the Borrowerarrangement or understanding among any such parties, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) hereto acknowledges that any liability of any party heretoLender Lender that is an EEAAffected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the Write-Down down and Conversion Powers Powersthe write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers to any Covered Liability Liabilityby the applicable Resolution Authority to any such liabilities arising hereunder or under any other Loan Document which whichhereunder that may be payable to it by any Lender party Lenderparty hereto that is an EEAAffected Financial Institution; and (b) the effects of any Bail-inBail-In Action on any such Covered LiabilityLiabilityliability, including, if applicable: (i) a reduction in full or in part or cancellation of any such Covered LiabilityLiabilityliability; (ii) a conversion of all, or a portion of, such Covered Liability Liabilityliability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability Liabilityliability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such Covered Liability Liabilityliability in connection with the exercise of the Write-Down and Conversion Powers Powersthe write-down and conversion powers of the applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary herein or in any other Loan Document, the Borrower, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) hereto acknowledges that any liability of any party heretoLender Lender or Issuing Lender that is an EEAAffected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the Write-Down and Conversion Powers of the applicable an EEAapplicable 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 EEAapplicable Resolution Authority to any Covered Liability Liabilities arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto or Issuing Lender that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In in Action on any such Covered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such Covered Liability; (ii) a conversion of all, or a portion of, such Covered Liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability under this Agreement or any other Loan Document; or; (iii) the variation of the terms of such Covered Liability in connection with the exercise of the Writewrite-Down down and Conversion Powers conversion powers of the applicable any EEAAffected Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 Section 10.23 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding Solely to the extent any Lender or L/C Issuer that is an EEAAffected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary herein in any Loan Document or in any other Loan Documentagreement, the Borrowerarrangement or understanding among any such parties, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) hereto acknowledges that any liability of any party heretoLender Lender or L/C Issuer that is an EEAAffected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”)unsecured, may be subject to the Write-Down and Conversion Powers of the an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any Covered Liability such liabilities arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto or L/C Issuer that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down and Conversion Powers of the any EEAthe applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary herein in any Loan Document or in any other Loan Documentagreement, the Borrowerarrangement or understanding among any such parties, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) hereto acknowledges that any liability of any party heretoLender that is an EEAAffected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”)unsecured, may be subject to the Write-Down Downwrite-down and Conversion Powers of an EEAconversion 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 EEAthe applicable Resolution Authority to any Covered Liability such liabilities arising hereunder or under any other Loan Document which whichthat may be payable to it by any Lender party hereto that is an EEAAffected Financial Institution; and and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: : (i) a reduction in full or in part or cancellation of any such Covered Liability; liability; (ii) a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertakingentityundertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down Downwrite-down and Conversion Powers of any EEAconversion powers of the applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.181 110393723.6 0063724-00082 115525625.4 0063724-00082

Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary herein in any Loan Document or in any other Loan Documentagreement, the Borrowerarrangement or understanding among any such parties, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) hereto acknowledges that any liability of any party heretoLender that is an EEAAffected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”)unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of the an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any Covered Liability such liabilities arising hereunder or under any other Loan Document which whichthat may be payable to it by any Lender party hereto that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertakingentityundertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such Covered Liability liability in connection with the exercise of the Write-Down Downwrite-down and Conversion Cconversion Powers of the any EEAthe applicable Resolution Authority. Notwithstanding anything to To the contrary hereinextent not prohibited by applicable law, nothing contained in this Subsection 11.21 rule or regulation, (i) each Lender shall modify or otherwise alter notify the rights or obligations under this Agreement Company and the Administrative Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could reasonably be expected to be asserted against such Lender) and (ii) the Company and each Loan Document Party shall notify the Administrative Agent, each Lender and each Issuing Lender if the Company or such Loan Party has become the subject of a Bail-In Action (or any Person party hereto (case or other than an Acknowledging Party proceeding in which a Bail-In Action could reasonably be expected to be asserted against the extent set forth in this Subsection 11.21) Company or with respect to any liability that is not a Covered Liabilitysuch Loan Party).

Acknowledgement and Consent to Bail-In of EEAAffected 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 notwithstandingNotwithstanding anything to the contrary herein in any Senior Loan Document or in any other Loan Documentagreement, the Borrowerarrangement or understanding among any such parties, each party heretoLender and the Administrative Agent (each, an “Acknowledging Party”) hereto acknowledges that any liability of any party heretoLender Lender or such Issuing Bank that is an EEAAffected Financial Institution arising hereunder or under any other Senior Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”)unsecured, may be subject to the Writewrite-downWrite-Down and Conversion conversion powers of an EEAConversion 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 EEAthe applicable Resolution Authority to any Covered Liability such liabilities arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto or any Issuing Bank that is an EEAAffected Financial Institution; and (b) the effects of any Bail-In Action on any such Covered Liabilityliability, including, if applicable: (i) a reduction in full or in part or cancellation of any such Covered Liabilityliability; (ii) a conversion of all, or a portion of, such Covered Liability liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability liability under this Agreement or any other Senior Loan Document; or (iii) the variation of the terms of such Covered Liability liability in connection with the exercise of the Writewrite-downWrite-Down and Conversion conversion powers of any EEAConversion Powers of the applicable Resolution Authority. Notwithstanding anything to the contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Subsection 11.21) or with respect to any liability that is not a Covered Liability.