Acknowledgment and Consent to Bail-In of 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:
Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender that is an Affected 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 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:
Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties related to the transactions contemplated by the Loan Documents, each party hereto acknowledges that any liability of any party hereto 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 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 any applicable Resolution Authority.
Acknowledgment and Consent to Bail-In of 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) any effects of any Bail-in Action on any such liability. The following terms have the following meanings:
Acknowledgment and Consent to Bail-In of 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 Bank or Fronting Bank that is an Affected Financial 165 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:
Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other 177
Acknowledgment and Consent to Bail-In of 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 Lender 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 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. Section 9.16 Survival. Sections 2.12, 2.16, 2.17 and 9.03 shall survive the Maturity Date for the benefit of each Agent and Each Lender, as applicable. Section 9.17
Acknowledgment and Consent to Bail-In of Affected Financial Institutions. 177181 -iii- LIST OF SCHEDULES, EXHIBITS AND ANNEXES SCHEDULES SCHEDULE I - Conditions Precedent Documents SCHEDULE II - Eligibility Criteria SCHEDULE III - Agreed-Upon Procedures for Independent Public Accountants SCHEDULE IV - Loan Asset Schedule SCHEDULE V - Diversity Score Calculation SCHEDULE VI - Industry Classification ANNEXES ANNEX A - Commitments EXHIBITS EXHIBIT A - Form of Approval Notice EXHIBIT B - Form of Borrowing Base Certificate EXHIBIT C - Form of Disbursement Request EXHIBIT D - Form of Notice of Borrowing EXHIBIT E - Form of Notice of Reduction (Reduction of Advances Outstanding) EXHIBIT F - Form of Notice of Termination/Permanent Reduction EXHIBIT G - Form of Certificate of Closing Attorneys EXHIBIT H - Form of Servicing Report EXHIBIT I - Form of Servicer's Certificate (Servicing Report) EXHIBIT J - Form of Release of Required Loan Documents EXHIBIT K - Form of Assignment and Acceptance EXHIBIT L - Form of Power of Attorney for Servicer EXHIBIT M - Form of Power of Attorney for Borrower EXHIBIT N - Forms of U.S. Tax Compliance Certificates EXHIBIT O - Form of Joinder Supplement EXHIBIT P - Form of Equity Cure Notice This LOAN AND SERVICING AGREEMENT is made as of June 17, 2022, among:
Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Article XIII of the Credit Agreement shall be and it hereby is amended by adding the following Section 13.24 to read in its entirety as follows:
Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Credit 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 Credit Document 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 entity, 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 the applicable Resolution Authority. Signature Page to Uncommitted Letter of Credit and Reimbursement Agreement (Northwest Natural Gas Company) CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, individually as a Lender, an Issuing Bank and as Administrative Agent By Name: Xxxx Xxxxxxx Title: Authorized Signatory 120852864.3 0204249-00001 SCHEDULE 2.01A APPLICABLE PERCENTAGE LENDER APPLICABLE PERCENTAGE CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH 100% SCHEDULE 3.08 SUBSIDIARIES OF NORTHWEST NATURAL GAS COMPANY an Oregon Corporation Below sets forth all of the direct and indirect subsidiaries of Northwest Natural Gas Company. Indirect subsidiaries are set forth in indents under their direct parent entity. All subsidiaries are wholly owned except as otherwise noted. Name of Subsidiary Jurisdiction Organized Northwest Energy Corporation Oregon NWN Gas Reserves LLC Oregon NW Natural RNG Holding Company, LLC Oregon Lexington Renewable Energy LLC1 Delaware Dakota City Renewable Energy LLC2 Delaware 1 NW Natural RNG Holding Company, LLC owns 100% of the Class A Membership Units in Lexington Rene...
