Common use of Contractual Recognition of Bail-In Clause in Contracts

Contractual Recognition of Bail-In. 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 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 the applicable Resolution Authority.

Contractual Recognition of Bail-In. 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 EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of the applicable 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 the applicable an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected EEA Financial Institution; and (b) the effects of any Bail-in 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 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 Loan Document; orand (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of the applicable any EEA Resolution Authority.

Contractual Recognition of Bail-In. 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 writeWrite-down Down and conversion powers Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges 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 party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-in 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, 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 Joinder Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of the applicable Resolution Authority.. For the purposes of this Section 12:

Contractual Recognition of Bail-In. 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 that may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-in 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 EEA Resolution Authority. (c) a variation of any term of any Loan Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

Contractual Recognition of Bail-In. Notwithstanding anything to the contrary in any Loan Credit 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 EEA Financial Institution arising under any Loan Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable 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 the applicable an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected EEA Financial Institution; and and (b) the effects of any Bail-In Action in Action relation on any such liability, including, if applicable: : (i) a reduction reduction, in full or in part part, in the principal amount or cancellation outstanding amount due (including any accrued but unpaid interest) in respect 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 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 Loan Credit Document; or 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 any EEA Resolution Authority.

Contractual Recognition of Bail-In. Notwithstanding anything to the contrary in any Loan Transaction 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 Transaction 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 that may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-in 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 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 the applicable EEA Resolution Authority. (c) a variation of any term of any Transaction Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

Contractual Recognition of Bail-In. Notwithstanding anything to the contrary in any other term of any Loan Document or in any other agreement, arrangement or understanding among any such partiesof the parties hereto, each party hereto acknowledges acknowledges, accepts and agrees that any liability of any Lender that is an Affected EEA Financial Institution arising under any the Loan DocumentDocuments, to the extent such liability is unsecured, may be subject to the writeEEA Write-down and conversion powers Conversion Powers of the applicable an EEA Resolution Authority and agrees and consents toacknowledges, and acknowledges accepts and agrees to be bound by: (a) the application of any EEA Write-Down down and Conversion Powers by the applicable an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected EEA Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including, if applicable: (i) a reduction reduction, in full or in part part, or cancellation of any such liability; (ii) a conversion of all, or a portion part of, such liability into shares or other instruments of ownership in such Affected 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 Credit Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the writeEEA Write-down and conversion powers Conversion Powers of the applicable any EEA Resolution Authority.

Contractual Recognition of Bail-In. Notwithstanding anything to the contrary in any Loan Finance 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 Finance 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 that may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-in 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 Finance 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.

Contractual Recognition of Bail-In. Notwithstanding anything to the contrary in any other term of any Loan Document or in any other agreement, arrangement or understanding among any such partiesof the parties hereto, each party hereto acknowledges acknowledges, accepts and agrees that any liability of any Lender that is an Affected Financial Institution arising under any the Loan DocumentDocuments, to the extent such liability is unsecured, may be subject to the writeWrite-down and conversion powers Conversion Powers of the an applicable Resolution Authority and agrees and consents toacknowledges, and acknowledges accepts and agrees to be bound by: (a) the application of any Write-Down down and Conversion Powers by the an applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including, if applicable:: 198 (i) a reduction reduction, in full or in part part, or cancellation of any such liability; (ii) a conversion of all, or a portion part 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 Credit Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down and conversion powers Conversion Powers of the any applicable Resolution Authority.

Contractual Recognition of Bail-In. 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 writeWrite-down Down and conversion powers 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 party hereto that is an Affected Financial Institution; and and (b) the effects of any Bail-in 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 or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of the applicable Resolution Authority.

Contractual Recognition of Bail-In. (a) Acknowledgement and Consent to Bail-In of EEA 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 EEA 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 an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (ai) the application of any Write-Down and Conversion Powers by the applicable an EEA Resolution Authority to any such liabilities arising hereunder which that may be payable to it by any Lender party hereto that is an Affected EEA Financial Institution; and and (bii) the effects of any Bail-in Action on any such liability, including, if applicable: (i) 1. a reduction in full or in part or cancellation of any such liability; (ii) 2. a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected 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 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.

Contractual Recognition of Bail-In. 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 EEA 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 a Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (ai) the application of any Write-Down and Conversion Powers by the applicable a Resolution Authority to any such liabilities arising hereunder which that may be payable to it by any Lender party hereto that is an Affected EEA Financial Institution; and (bii) the effects of any Bail-in Action on any such liability, including, if applicable: (i) 1. a reduction in full or in part or cancellation of any such liability; (ii) 2. a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected 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 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.

Contractual Recognition of Bail-In. (a) Notwithstanding anything to the contrary herein, in any Loan Document or in any other agreement, arrangement or understanding among any such partiesbetween Borrower and/or Lender, each party hereto acknowledges and accepts that any liability of any Lender that is an Affected EEA Financial Institution arising under this Agreement or any Loan Document, to the extent such liability is in unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of the applicable an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (ai) the application of any Write-Down and Conversion Powers by the applicable an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected EEA Financial Institution; and; (bii) the effects effect of any Bailthe Write-Down and Conversion Powers by the EEA Resolution Authority in Action on relation to any such liabilityliabilities arising hereunder, including, if applicable: : (i1) a reduction reduction, in full or in part part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability, or a cancellation of any such liability; ; (ii2) a conversion of all, or a portion part of, any such liability into shares or other instruments of ownership in such Affected 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 Agreement or any other Loan Document; or or (iii3) the variation of the terms of such liability any Loan Document in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of the applicable any EEA Resolution Authority. (b) The following definitions apply only to this Section 9.32:

Contractual Recognition of Bail-In. Notwithstanding anything to the contrary in any other term of any Loan Document or in any other agreement, arrangement or understanding among any such partiesof the parties hereto, each party hereto acknowledges acknowledges, accepts and agrees that any liability of any Lender that is an Affected Financial Institution arising under any the Loan DocumentDocuments, to the extent such liability is unsecured, may be subject to the writeWrite-down and conversion powers Conversion Powers of the an applicable Resolution Authority and agrees and consents toacknowledges, and acknowledges accepts and agrees to be bound by: (a) the application of any Write-Down down and Conversion Powers by the an applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including, if applicable: (i) a reduction reduction, in full or in part part, or cancellation of any such liability; (ii) a conversion of all, or a portion part 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 Credit Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down and conversion powers Conversion Powers of the any applicable Resolution Authority.

Contractual Recognition of Bail-In. Notwithstanding anything to the contrary in any Loan other term of any Credit Document or in any other agreement, arrangement or understanding among any such partiesof the parties hereto, each party hereto acknowledges acknowledges, accepts and agrees that any liability of any Lender that is an Affected EEA Financial Institution arising under any Loan Documentthe Credit Documents, to the extent such liability is unsecured, may be subject to the writeEEA Write-down and conversion powers Conversion Powers of the applicable an EEA Resolution Authority and agrees and consents toacknowledges, and acknowledges accepts and agrees to be bound by: (a) the application of any EEA Write-Down down and Conversion Powers by the applicable an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected EEA Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including, if applicable: (i) a reduction reduction, in full or in part part, or cancellation of any such liability; (ii) a conversion of all, or a portion part of, such liability into shares or other instruments of ownership in such Affected 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 Loan Credit Document; or (iii) the variation of the terms of such liability in connection with the exercise of the writeEEA Write-down and conversion powers Conversion Powers of the applicable any EEA Resolution Authority.

Contractual Recognition of Bail-In. Notwithstanding anything to the contrary in any Loan Document Financing Agreement 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 DocumentFinancing Agreement, 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 party hereto that is an Affected Financial Institution; and (b) the effects of of` any Bail-in 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 DocumentFinancing Agreement; 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.

Contractual Recognition of Bail-In. 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) i. 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 Affected Financial Institution; and (b) i. the effects of any Bail-in Action on any such liability, including, if applicable: (i) 1. a reduction in full or in part or cancellation of any such liability; (ii) 1. 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.