Common use of BAIL-IN Clause in Contracts

BAIL-IN. Notwithstanding anything to the contrary in any Transaction Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Transaction Document, to the extent such liability is unsecured, may be subject to the Write‐Down and Conversion Powers of 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 an EEA Resolution Authority to any such liabilities arising hereunder that may be payable to it by any party hereto 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 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 Transaction 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 EEA Resolution Authority.

BAIL-IN. Notwithstanding anything to the contrary in any Transaction Document this Agreement or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Lender or Issuing Bank that is an Affected Financial Institution arising under any Transaction Documentthe Loan Documents, to the extent such liability is unsecured, may be subject to the Write‐Down write-down and Conversion Powers conversion powers of an EEA the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: : (a) the application of any Write‐Down Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising hereunder that which may be payable to it by any party Lender or Issuing Bank hereto that is an EEA Affected Financial Institution; and and (b) the effects of any Bail‐In 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 EEA 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 Transaction Loan Document; or or (iiic) the variation of the terms of such liability in connection with the exercise of the Write‐Down write-down and Conversion Powers conversion powers of any EEA the Applicable Resolution Authority.

BAIL-IN. Notwithstanding anything to the contrary in any Transaction Loan Document or in any other agreement, arrangement or understanding among any such partiesparties to the Loan Documents, each party hereto acknowledges that any liability of any EEA Financial Institution that is a Revolving Credit Lender arising under any Transaction Document, to the extent such liability is unsecured, Loan Document may be subject to the Write‐Down write-down and Conversion Powers conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: : (a) the application of any Write‐Down Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder that under the Amended Credit Agreement which may be payable to it by any party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail‐In 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 EEA Financial Institution, its parent undertakingentity, 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 the Amended Credit Agreement or any other Transaction Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the Write‐Down Write-Down and Conversion Powers of any EEA Resolution Authority. For purposes of this Section 6, (i) capitalized terms have the meanings assigned thereto in the Amended Credit Agreement and (ii) capitalized terms used in this section 6 but not otherwise defined herein or in the Amended Credit Agreement have the meanings set forth below.

BAIL-IN. Notwithstanding anything to the contrary in any Transaction Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Transaction Loan Document, to the extent such liability is unsecured, may be subject to the Write‐Down write-down and Conversion Powers conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: : (a) the application of any Write‐Down Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder that which may be payable to it by any party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail‐In 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 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 Transaction Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the Write‐Down write-down and Conversion Powers conversion powers of any EEA Resolution Authority.

BAIL-IN. Notwithstanding anything to the contrary in any Transaction Document this Agreement or in any other agreement, arrangement or understanding among any such partiesbetween the parties hereto, each party hereto of the Borrowers acknowledges that any liability BRRD Liability of any EEA Financial Institution arising the Lender under any Transaction Documentthis Agreement, to the extent such liability is unsecured, may be subject to the Write‐Down write-down and Conversion Powers conversion powers of an EEA the Relevant Spanish Resolution Authority and each party hereto agrees and consents to, and acknowledges and agrees to be bound by: : (a) the application effect of any Write‐Down and Conversion Powers the exercise of the Spanish Bail-In Power by an EEA the Relevant Spanish Resolution Authority to any such liabilities BRRD Liability arising hereunder that which may be payable to it by any party hereto that is an EEA Financial Institution; and the Borrowers; (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; BRRD Liability; (iic) a conversion of all, or a portion of, such liability BRRD Liability into shares or other instruments of ownership in such EEA Financial Institutionthe Lender, 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 BRRD Liability under this Agreement or any other Transaction DocumentAgreement; or or (iiid) the variation of the terms of such liability BRRD Liability in connection with the exercise of the Write‐Down write-down and Conversion Powers conversion powers of any EEA the Relevant Spanish Resolution Authority.

BAIL-IN. Notwithstanding anything to the contrary in any Transaction Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Affected Financial Institution arising under any Transaction Loan Document, to the extent such liability is unsecured, may be subject to the Write‐Down Write-Down and Conversion Powers of an EEA the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: : (a) the application of any Write‐Down Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising hereunder that which may be payable to it by any party hereto that is an EEA Affected Financial Institution; and ; (b) the effects of any Bail‐In 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 EEA 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 Transaction Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the Write‐Down write-down and Conversion Powers conversion powers of any EEA the applicable Resolution Authority.