Common use of Acknowledgement and Consent to Bail 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 any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected 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 Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. (c) Each Loan Party represents, warrants and covenants that no Loan Party or any of its Subsidiaries are or shall be an Affected Financial Institution. 17.15

Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an 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 Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. (c) Each Loan Party represents, warrants and covenants that no Loan Party or any of its Subsidiaries are or shall be an Affected Financial Institution. 17.1515.22.

Acknowledgement and Consent to Bail. In of EEA Financial InstitutionsInstitutions1.01. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable 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 the applicable an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected 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 Affected 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 the applicable any EEA Resolution Authority. (c) Each Loan Party represents, warrants and covenants that no Loan Party or any of its Subsidiaries are or shall be an Affected Financial Institution. 17.15.

Acknowledgement and Consent to Bail. In of EEA Financial InstitutionsAffected FinancialInstitutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, ,arrangement or understanding among any such parties, each party hereto acknowledges that any liability of liabilityof any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecuredisunsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of the applicable Resolution Authority ResolutionAuthority and agrees and consents to, and acknowledges and agrees to be bound by: (aby:(a) the application of any Write-Down and Conversion Powers by the applicable Resolution applicableResolution Authority to any such liabilities arising hereunder which may be payable to it by any party anyparty hereto that is an Affected Financial Institution; and (band(b) the effects of any Bail-in In Action on any such liability, including, if applicable: (iapplicable:(i) a reduction in full or in part or cancellation of any such liability; (iiliability;(ii) a conversion of all, or a portion of, such liability into shares or other instruments otherinstruments of ownership in such Affected Financial Institution, its parent undertaking, ,or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares suchshares or other instruments of ownership will be accepted by it in lieu of any rights with respect withrespect to any such liability under this Agreement or any other Loan Document; or (iiior(iii) the variation of the terms of such liability in connection with the exercise theexercise of the Writewrite-Down down and Conversion Powers conversion powers of the applicable Resolution Authority. (c) Each Loan Party represents, warrants and covenants that no Loan Party or any of its Subsidiaries are or shall be an Affected Financial Institution. 17.15ResolutionAuthority.SECTION 9.21

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 such parties, each party hereto acknowledges that any liability of any Affected Lender that is an EEA Financial Institution 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 the applicable 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 the applicable an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an Affected 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 Affected 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 the applicable any EEA Resolution Authority. (c) Each Loan Party represents, warrants and covenants that no Loan Party or any of its Subsidiaries are or shall be an Affected Financial Institution. 17.15SECTION 9.21.

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 such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an 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 Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. (c) Each Loan Party represents, warrants and covenants that no Loan Party or any of its Subsidiaries are or shall be an Affected Financial Institution. 17.15[Signature Page Follows]

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 such partiesthe parties hereto, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of the an applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: , (a) the application of any Write-Down and Conversion Powers by the an applicable Resolution Authority to any such liabilities arising hereunder which that may be payable to it by any party hereto Lender that is an Affected Financial Institution; and (b) the effects of any Bail-Bail- in Action on any such liability, including, if applicable: applicable (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Writewrite-Down down and Conversion Powers conversion powers of the any applicable Resolution Authority. (c) Each Loan Party represents, warrants and covenants that no Loan Party or any of its Subsidiaries are or shall be an Affected Financial Institution. 17.1514.26

Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an 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 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 the applicable Resolution Authority. (c) Each Loan Party represents, warrants and covenants that no Loan Party or any of its Subsidiaries are or shall be an Affected Financial Institution. 17.1511.21

Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Transaction Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Transaction Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected 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 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 Transaction 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 the applicable Resolution Authority. (c) Each Loan Party represents, warrants and covenants that no Loan Party or any of its Subsidiaries are or shall be an Affected Financial Institution. 17.15Section 14.18

Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such partiesthe parties hereto, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the an applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: , (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which that may be payable to it by any party hereto Lender that is an Affected Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including, if applicable: applicable (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. (c) Each Loan Party represents, warrants and covenants that no Loan Party or any of its Subsidiaries are or shall be an Affected Financial Institution. 17.1515.26

Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Transaction Document or in any other agreement, arrangement arrangement, or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Transaction Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected 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 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 Transaction Document; or 751499193.15 22727329 137 (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 the applicable Resolution Authority. (c) Each Loan Party represents, warrants and covenants that no Loan Party or any of its Subsidiaries are or shall be an Affected Financial Institution. 17.15SECTION 12.18.

Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an 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 Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. (c) Each Loan Party represents, warrants and covenants that no Loan Party or any of its Subsidiaries are or shall be an Affected Financial Institution. 17.1511.23

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 such parties, each party hereto acknowledges that any liability of any Affected Lender that is an EEA Financial Institution 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 the applicable 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 the applicable an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an Affected 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 Affected 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 the applicable any EEA Resolution Authority. (c) Each Loan Party represents, warrants and covenants that no Loan Party or any [Remainder of its Subsidiaries are or shall be an Affected Financial Institution. 17.15page intentionally left blank.] 87

Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an 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 Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. (c) Each Loan Party represents, warrants and covenants that no Loan Party or any of its Subsidiaries are or shall be an Affected Financial Institution. 17.1510.22

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 any such parties, each party hereto acknowledges that any liability of any Affected Lender that is an EEA Financial Institution arising under any Loan Credit Document, to the extent such liability is unsecured, may be subject to the Writewrite-Down down and Conversion Powers conversion powers of the applicable 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 the applicable an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an Affected 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 Affected 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 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 the applicable any EEA Resolution Authority. (c) Each Loan Party represents, warrants and covenants that no Loan Party or any of its Subsidiaries are or shall be an Affected Financial Institution. 17.15Section 11.23