Acknowledgement of Bail In. (1) Notwithstanding and to the exclusion of any other term of this Agreement, or any other agreements, arrangements or understanding between any of the parties hereto, each party to this Agreement acknowledges and accepts that any BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by any Relevant Resolution Authority and acknowledges, accepts, consents to and agrees to be bound by:
(a) the effect of the exercise of any Bail-in Powers by any Relevant Resolution Authority in respect of any party to this Agreement, which exercise (without limitation) may include and result in any of the following, or a combination thereof:
(i) the reduction of all, or a portion, of the BRRD Liability or outstanding amount due thereon;
(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the BRRD Liability obligor or another person, and the issue to or conferral on the creditor in respect of such BRRD Liability of such shares, securities or obligations, including by means of an amendment, modification or variation of the terms of this Agreement;
(iii) the cancellation of the BRRD Liability; and
(iv) the amendment or alteration of the BRRD Liability in any manner, including the maturity or the dates on which any payments thereon are due, the amendment of the amount of interest (if any) payable thereon, including by suspending payment for a temporary period; and
(b) the variation of the terms of this Agreement as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of any Bail-in Powers by the Relevant Resolution Authority.
(2) If necessary in order to ensure the effectiveness and enforceability of this Clause 9 in respect of the exercise of any Bail-in Powers in relation to the Issuers (or either of them), the Issuers may, upon giving notice to the Programme Agents in accordance with Clause 7, amend the governing law of this Clause 9 from English law to Irish law with immediate effect.
(3) Each party to this Agreement further acknowledges and accepts that the exercise by any Relevant Resolution Authority of any Bail-in Powers shall not constitute a breach of, or a default under, any provision of this Agreement by any party hereto.
(4) In this Clause 9:
Acknowledgement of Bail In. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between Elavon and you, you acknowledge and accept that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledge, accept, and agree to be bound by:
26.15.1. the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of Elavon to you under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
26.15.1.1. the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon including any accrued but unpaid interest, if any if due;
26.15.1.2. the conversion of all, or a portion, of the BRRD Liability into shares, other securities or instruments of ownership of Elavon, and the issue to or conferral on you of such shares, securities or instruments of ownership;
26.15.1.3. the cancellation of the BRRD Liability;
26.15.1.4. the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;
26.15.2. the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
Acknowledgement of Bail In. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation in or under this Agreement, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. As used in this Section 27:
