Bail-in Powers. (a) Notwithstanding any other term of this Agreement or any other agreements, arrangements, or understanding between any of the Underwriters and the Company, the Company acknowledges, accepts, and agrees to be bound by:
(i) The effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
(1) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
(2) the conversion of all, or a portion, of the BRRD Liability into shares, other debt securities or other obligations of any of the Underwriters or another person (and the issue to or conferral on the Company of such shares, securities or obligations);
(3) the cancellation of the BRRD Liability; and
(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.
(ii) 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.
(iii) As used in this Section 24(a), “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/; “BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Underwriters.
Bail-in Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreement, arrangement or understanding between the parties hereto, the Company acknowledges and accepts that liabilities arising under this Agreement may be subject to the exercise of Bail-in Powers (as defined below) by the Relevant Resolution Authority (as defined below), and acknowledges, accepts and agrees to be bound by:
(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability (as defined below) of an Underwriter to the Company under this Agreement, which, without limitation, may include and result in any of the following, or some combination thereof: (i) the reduction of all or a portion of the BRRD Liability or outstanding amounts due thereon; (ii) the conversion of all or a portion of the BRRD Liability into shares, other securities or other obligations of such Underwriter or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (iii) the cancellation of the BRRD Liability; and (iv) 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; 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 Bail-in Powers by the Relevant Resolution Authority.
Bail-in Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the Company and the Underwriters, the Company acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:
(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
i. the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
ii. the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Company or another person, and the issue to or conferral on the Underwriters of such shares, securities or obligations;
iii. the cancellation of the BRRD Liability;
iv. 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;
(b) 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.
Bail-in Powers. Notwithstanding any other term of this Agreement or any other agreement, arrangement, or understanding between the Covered Underwriters and the Company, the Company acknowledges, accepts, and agrees to be bound by:
(a) The effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each Covered Underwriter to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon, (ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant Covered Underwriter or another person (and the issue to or conferral on the Company of such shares, securities or obligations), (iii) the cancellation of the BRRD Liability and (iv) 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; 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 Bail-in Powers by the Relevant Resolution Authority. For purposes of this Section 15:
Bail-in Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the Company and the Underwriters, the Company acknowledges and accepts that a BRRD Liability (as defined below) arising under this Agreement may be subject to the exercise of Bail-in Powers (as defined below) by the Relevant Resolution Authority (as defined below), and acknowledges, accepts, and agrees to be bound by:
(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
i. the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
ii. the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Underwriters or another person, and the issue to or conferral on the Company of such shares, securities or obligations;
iii. the cancellation of the BRRD Liability; and
iv. 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;
(b) 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.
Bail-in Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understanding among two or more of the Managers, each Manager acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges, accepts and agrees to be bound by:
Bail-in Powers. 21.1 Notwithstanding any other term of this Agreement or any other agreements, arrangements or understandings between the parties to this Agreement, the parties to this Agreement acknowledge, accept and agree that liabilities arising under this Agreement may be subject to the exercise of Bail- in Powers by the Relevant Resolution Authority and parties to this Agreement acknowledge, accept and agree to be bound by:
(a) the effect of the exercise of the Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of Santander UK or the Managers, as applicable, under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
(i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the entity owing that BRRD Liability or another person (and the issue or conferral on one or more of the other parties to this Agreement, of such shares, securities or obligations);
(iii) the cancellation of the BRRD Liability; and/or
(iv) the amendment or alteration of the interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and/or
(b) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of the Bail-in Powers by the Relevant Resolution Authority.
21.2 For purposes of this Clause 21, the following terms have the following meanings:
Bail-in Powers. Notwithstanding and to the exclusion of any other term of this Agreement, any Terms Agreement or any other agreements, arrangements, or understanding between the Agents or any Purchaser and the Company, the Company acknowledges, accepts that an EU BRRD Liability arising under this Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority and agrees to be bound by:
(a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any EU BRRD Liability of any of the Agents to the Company under this Agreement or any Terms Agreement, which (without limitation) may include and result in any of the following, or some combination thereof:
(i) the reduction of all, or a portion, of the EU BRRD Liability or outstanding amounts due thereon;
(ii) the conversion of all, or a portion, of the EU BRRD Liability into shares, other securities or other obligations of any of the Agents or another person (and the issue to or conferral on the Company of such shares, securities or obligations);
(iii) the cancellation of the EU BRRD Liability;
(iv) 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;
(b) the variation of the terms of this Agreement or any Terms Agreement relating to such EU BRRD Liability, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority.
Bail-in Powers. Notwithstanding and to the exclusionof any other term of this Agreement or any other agreements, arrangements, or understanding between SMBC BI and Customer, Customer acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority , and acknowledges, accepts, and agrees to be bound by:
(a) the effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of SMBC BI to Customer under this agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
i. the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon;
ii. the conversionof all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of SMBC BI or another person, and the issue to or conferral on Customer of such shares, securities or obligations;
iii. the cancellationof the UK Bail-in Liability;
iv. 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 temporaryperiod;
(b) the variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the exercise of UK Bail-in Powers by the relevant UK resolution authority. In this Clause 6):
Bail-in Powers
