Common use of Acknowledgment and Consent to Bail-In Clause in Contracts

Acknowledgment and Consent to Bail-In. (a) Contractual Recognition of Bail-in. (i) Each party acknowledges and accepts that liabilities arising under this Agreement (other than Excluded Liabilities) may be subject to the exercise of the UK Bail-in Power by the relevant resolution authority and acknowledges and accepts to be bound by any Bail-in Action and the effects thereof (including any variation, modification and/or amendment to the terms of this Agreement as may be necessary to give effect to any such Bail-in Action), which if the Bail-in Termination Amount is payable by Purchaser to Seller may include, without limitation: (A) a reduction, in full or in part, of the Bail-in Termination Amount; and/or (B) a conversion of all, or a portion of, the Bail-in Termination Amount into shares or other instruments of ownership, in which case Seller acknowledges and accepts that any such shares or other instruments of ownership may be issued to or conferred upon it as a result of the Bail-in Action. (ii) Each party acknowledges and accepts that this provision is exhaustive on the matters described herein to the exclusion of any other agreements, arrangements or understanding between the parties relating to the subject matter of this Agreement and that no further notice shall be required between the parties pursuant to the Agreement in order to give effect to the matters described herein. (iii) The acknowledgements and acceptances contained in clauses (i) and (ii) above will not apply if: (A) the relevant resolution authority determines that the liabilities arising under this Agreement may be subject to the exercise of the UK Bail-in Power pursuant to the law of the third country governing such liabilities or a binding agreement concluded with such third country and in either case the UK Regulations have been amended to reflect such determination; and/or (B) the UK Regulations have been repealed or amended in such a way as to remove the requirement for the acknowledgements and acceptances contained in clauses (i) and (ii). (iv) For purposes of this Article 30:

Acknowledgment and Consent to Bail-In. 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 Revolving Credit Lender that is an EEA Financial Institution (aas defined below) Contractual Recognition of Bail-in. (i) Each party acknowledges and accepts that liabilities arising under this Agreement (other than Excluded Liabilities) any Credit Document, to the extent such liability is unsecured, may be subject to the exercise Write-Down and Conversion Powers of the UK Bail-in Power by the relevant resolution authority an EEA Resolution Authority (each as defined below) and agrees and consents to, and acknowledges and accepts 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 Lender party hereto that is an EEA Financial Institution; and b. the effects of any Bail-in Action and the effects thereof (including any variation, modification and/or amendment to the terms of this Agreement as may be necessary to give effect to defined below) on any such Bail-in Action)liability, which including, if the Bail-in Termination Amount is payable by Purchaser to Seller may include, without limitationapplicable: (A) a reduction, reduction in full or in part, part or cancellation of the Bail-in Termination Amount; and/orany such liability; (B) a conversion of all, or a portion of, the Bail-in Termination Amount such liability into shares or other instruments of ownershipownership in such EEA Financial Institution, in which case Seller acknowledges its parent company, or a bridge institution that may be issued to it or otherwise conferred on it, and accepts that any such shares or other instruments of ownership may will be issued to or conferred upon accepted by it as a result of the Bail-in Action. (ii) Each party acknowledges and accepts that this provision is exhaustive on the matters described herein to the exclusion lieu of any other agreements, arrangements or understanding between the parties relating rights with respect to the subject matter of this Agreement and that no further notice shall be required between the parties pursuant to the Agreement in order to give effect to the matters described herein. (iii) The acknowledgements and acceptances contained in clauses (i) and (ii) above will not apply if: (A) the relevant resolution authority determines that the liabilities arising any such liability under this Agreement may be subject to or any other Credit Document; or (C) the variation of the terms of such liability in connection with the exercise of the UK BailWrite-in Power pursuant to Down and Conversion Powers of any EEA Resolution Authority. Each Revolving Credit Lender acknowledges that if it or its direct or indirect parent company becomes the law subject of the third country governing such liabilities or provisions described in this Section 16, it will constitute a binding agreement concluded with such third country and in either case Defaulting Lender under the UK Regulations have been amended to reflect such determination; and/or (B) Credit Agreement. For the UK Regulations have been repealed or amended in such a way as to remove the requirement for the acknowledgements and acceptances contained in clauses (i) and (ii). (iv) For purposes of this Article 30Section 16:

Acknowledgment and Consent to Bail-In. (a) Contractual Recognition of Bail-in. (i) Each party acknowledges and accepts that liabilities arising under this Agreement (other than Excluded Liabilities) may be subject to the exercise of the UK Bail-in Power by the relevant resolution authority and acknowledges and accepts to be bound by any Bail-in Action and the effects thereof (including any variation, modification and/or amendment to the terms of this Agreement as may be necessary to give effect to any such Bail-in Action), which if the Bail-in Termination Amount is payable by Purchaser to Seller may include, without limitation: (A) a reduction, in full or in part, of the Bail-in Termination Amount; and/or (B) a conversion of all, or a portion of, the Bail-in Termination Amount into shares or other instruments of ownership, in which case Seller acknowledges and accepts that any such shares or other instruments of ownership may be issued to or conferred upon it as a result of the Bail-in Action. (ii) Each party acknowledges and accepts that this provision is exhaustive on the matters described herein to the exclusion of any other agreements, arrangements or understanding between the parties relating to the subject matter of this Agreement and that no further notice shall be required between the parties pursuant to the Agreement in order to give effect to the matters described herein. (iii) The acknowledgements acknowledgments and acceptances contained in clauses (i) and (ii) above will not apply if: (A) the relevant resolution authority determines that the liabilities arising under this Agreement may be subject to the exercise of the UK Bail-in Power pursuant to the law of the third country governing such liabilities or a binding agreement concluded with such third country and in either case the UK Regulations have been amended to reflect such determination; and/or (B) the UK Regulations have been repealed or amended in such a way as to remove the requirement for the acknowledgements acknowledgments and acceptances contained in clauses (i) and (ii). (iv) For purposes of this Article 30:

Acknowledgment and Consent to Bail-In. (a) Contractual Recognition of Bail-in. (i) Each party acknowledges and accepts that liabilities arising under this Agreement (other than Excluded Liabilities) may be subject to the exercise of the UK Bail-in Power by the relevant resolution authority and acknowledges and accepts to be bound by any Bail-in Action and the effects thereof (including any variation, modification and/or amendment to the terms of this Agreement as may be necessary to give effect to any such Bail-in Action), which if the Bail-in Termination Amount is payable by Purchaser to Seller Sellers may include, without limitation: (A) a reduction, in full or in part, of the Bail-in Termination Amount; and/or (B) a conversion of all, or a portion of, the Bail-in Termination Amount into shares or other instruments of ownership, in which case each Seller acknowledges and accepts that any such shares or other instruments of ownership may be issued to or conferred upon it as a result of the Bail-in Action. (ii) Each party acknowledges and accepts that this provision is exhaustive on the matters described herein to the exclusion of any other agreements, arrangements or understanding between the parties relating to the subject matter of this Agreement and that no further notice shall be required between the parties pursuant to the Agreement in order to give effect to the matters described herein. (iii) The acknowledgements and acceptances contained in clauses (i) and (ii) above will not apply if: (A) the relevant resolution authority determines that the liabilities arising under this Agreement may be subject to the exercise of the UK Bail-in Power pursuant to the law of the third country governing such liabilities or a binding agreement concluded with such third country and in either case the UK Regulations have been amended to reflect such determination; and/or (B) the UK Regulations have been repealed or amended in such a way as to remove the requirement for the acknowledgements and acceptances contained in clauses (i) and (ii). (iv) For purposes of this Article 30:

Acknowledgment and Consent to Bail-In. (a) Contractual Recognition of Bail-in. (i) Each party acknowledges and accepts that liabilities arising under this Agreement (other than Excluded Liabilities) may be subject to the exercise of the UK Bail-Bail- in Power by the relevant resolution authority and acknowledges and accepts to be bound by any Bail-in Action and the effects thereof (including any variation, modification and/or amendment to the terms of this Agreement as may be necessary to give effect to any such Bail-in Action), which if the Bail-in Termination Amount is payable by Purchaser to Seller may include, without limitation: (A) a reduction, in full or in part, of the Bail-in Termination Amount; and/or (B) a conversion of all, or a portion of, the Bail-in Termination Amount into shares or other instruments of ownership, in which case Seller acknowledges and accepts that any such shares or other instruments of ownership may be issued to or conferred upon it as a result of the Bail-in Action. (ii) Each party acknowledges and accepts that this provision is exhaustive on the matters described herein to the exclusion of any other agreements, arrangements or understanding between the parties relating to the subject matter of this Agreement and that no further notice shall be required between the parties pursuant to the Agreement in order to give effect to the matters described herein. (iii) The acknowledgements and acceptances contained in clauses (i) and (ii) above will not apply if: (A) the relevant resolution authority determines that the liabilities arising under this Agreement may be subject to the exercise of the UK Bail-in Power pursuant to the law of the third country governing such liabilities or a binding agreement concluded with such third country and in either case the UK Regulations have been amended to reflect such determination; and/or (B) the UK Regulations have been repealed or amended in such a way as to remove the requirement for the acknowledgements and acceptances contained in clauses (i) and (ii). (iv) For purposes of this Article 30:

Acknowledgment and Consent to Bail-In. (a) Contractual Recognition of Bail-in. (i) Each party acknowledges and accepts that liabilities arising under this Agreement (other than Excluded Liabilities) may be subject to the exercise of the UK Bail-in Power by the relevant resolution authority and acknowledges and accepts to be bound by any Bail-in Action and the effects thereof (including any variation, modification and/or amendment to the terms of this Agreement as may be necessary to give effect to any such Bail-in Action), which if the Bail-in Termination Amount is payable by Purchaser to Seller may include, without limitation: (A) a reduction, in full or in part, of the Bail-in Termination Amount; and/or (B) a conversion of all, or a portion of, the Bail-in Termination Amount into shares or other instruments of ownership, in which case Seller acknowledges and accepts that any such shares or other instruments of ownership may be issued to or conferred upon it as a result of the Bail-in Action. (ii) Each party acknowledges and accepts that this provision is exhaustive on the matters described herein to the exclusion of any other agreements, arrangements or understanding between the parties relating to the subject matter of this Agreement and that no further notice shall be required between the parties pursuant to the Agreement in order to give effect to the matters described herein. (iii) The acknowledgements and acceptances contained in clauses (i) and (ii) above will not apply if: (A) the relevant resolution authority determines that the liabilities arising under this Agreement may be subject to the exercise of the UK Bail-in Power pursuant to the law of the third country governing such liabilities or a binding agreement concluded with such third country and in either case the UK Regulations have been amended to reflect such determination; and/or (B) the UK Regulations have been repealed or amended in such a way as to remove the requirement for the acknowledgements and acceptances contained in clauses (i) and (ii). (iv) For purposes of this Article 3029:

Acknowledgment and Consent to Bail-In. (a) Contractual Recognition of Bail-in. (i) Each party acknowledges and accepts that liabilities arising under this Agreement (other than Excluded Liabilities) may be subject to the exercise of the UK Bail-Bail- in Power by the relevant resolution authority and acknowledges and accepts to be bound by any Bail-in Action and the effects thereof (including any variation, modification and/or amendment to the terms of this Agreement as may be necessary to give effect to any such Bail-in Action), which if the Bail-in Termination Amount is payable by Purchaser to Seller may include, without limitation: (A) a reduction, in full or in part, of the Bail-in Termination Amount; and/or (B) a conversion of all, or a portion of, the Bail-in Termination Amount into shares or other instruments of ownership, in which case Seller acknowledges and accepts that any such shares or other instruments of ownership may be issued to or conferred upon it as a result of the Bail-in Action. (ii) Each party acknowledges and accepts that this provision is exhaustive on the matters described herein to the exclusion of any other agreements, arrangements or understanding between the parties relating to the subject matter of this Agreement and that no further notice shall be required between the parties pursuant to the Agreement in order to give effect to the matters described herein. (iii) The acknowledgements acknowledgments and acceptances contained in clauses (i) and (ii) above will not apply if: (A) the relevant resolution authority determines that the liabilities arising under this Agreement may be subject to the exercise of the UK Bail-in Power pursuant to the law of the third country governing such liabilities or a binding agreement concluded with such third country and in either case the UK Regulations have been amended to reflect such determination; and/or (B) the UK Regulations have been repealed or amended in such a way as to remove the requirement for the acknowledgements acknowledgments and acceptances contained in clauses (i) and (ii). (iv) For purposes of this Article 30:

Acknowledgment and Consent to Bail-In. (a) Contractual Recognition Notwithstanding and to the exclusion of Bail-in. (i) Each party acknowledges any other term of this Indenture or any other agreements, arrangements, or understanding between the parties, each counterparty to a BRRD Party under this Indenture shall acknowledge and accepts accept that liabilities a BRRD Liability arising under this Agreement (other than Excluded Liabilities) Indenture may be subject to the exercise of the UK Bail-in Power Powers by the relevant resolution authority Relevant Resolution Authority, and acknowledges acknowledge, accept, and accepts agree to be bound by any by: (a) the effect of the exercise of Bail-in Action and Powers by the effects thereof (including any variation, modification and/or amendment to the terms of this Agreement as may be necessary to give effect Relevant Resolution Authority in relation to any such Bail-in Action)BRRD Liability of any BRRD Party to it under this Indenture, which if the Bail-in Termination Amount is payable by Purchaser to Seller may include, that (without limitation) may include and result in any of the following, or some combination thereof: (A1) the reduction of all, or a reduction, in full or in partportion, of the Bail-in Termination Amount; and/orBRRD Liability or outstanding amounts due thereon; (B2) a the conversion of all, or a portion ofportion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party or another person (and the issue to or conferral on it of such shares, securities or obligations); (3) the cancellation of the BRRD Liability; or (4) the amendment or alteration of the amounts due in relation to the BRRD Liability, including any interest, if applicable, thereon, the Bail-in Termination Amount into shares maturity or other instruments of ownershipthe dates on which any payments are due, in which case Seller acknowledges and accepts that any such shares or other instruments of ownership may be issued to or conferred upon it as including by suspending payment for a result temporary period; and (b) the variation of the Bail-in Action. (ii) Each party acknowledges and accepts that this provision is exhaustive on the matters described herein to the exclusion of any other agreements, arrangements or understanding between the parties relating to the subject matter terms of this Agreement and that no further notice shall be required between Indenture, as deemed necessary by the parties pursuant to the Agreement in order Relevant Resolution Authority, to give effect to the matters described hereinexercise of Bail-in Powers by the Relevant Resolution Authority. (iii) The acknowledgements and acceptances contained in clauses (i) and (ii) above will not apply if: (A) the relevant resolution authority determines that the liabilities arising under this Agreement may be subject to the exercise of the UK Bail-in Power pursuant to the law of the third country governing such liabilities or a binding agreement concluded with such third country and in either case the UK Regulations have been amended to reflect such determination; and/or (B) the UK Regulations have been repealed or amended in such a way as to remove the requirement for the acknowledgements and acceptances contained in clauses (i) and (ii). (ivc) For the purposes of this Article 30Section 11.19: