Common use of RECOGNITION OF BAIL-IN AND STAY POWERS Clause in Contracts

RECOGNITION OF BAIL-IN AND STAY POWERS. 31.1 Notwithstanding and to the exclusion of any other term in this Agreement or any other agreements, arrangements, or understandings between or among any of the parties to this Agreement, each of the parties to this Agreement acknowledges, accepts and agrees 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 any BRRD Entity to it 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 any BRRD Liability or outstanding amounts due thereon; (ii) the conversion of all, or a portion, of any BRRD Liability into shares, other securities or other obligations of the relevant BRRD Entity or another person and the issue to or conferral on it of such shares, securities or obligations; (iii) the cancellation of any 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. 31.2 In addition, each of the parties to this Agreement acknowledges, accepts and agrees: (a) to be bound by the effect of an application of Stay Powers; and (b) (i) that the Exclusion Conditions will apply and (ii) to be bound by the application of the Exclusion Conditions. 31.3 For the purposes of this Clause 31: (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; (b) Bail-in Powers means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; (c) BRRD means Directive 2014/59/EU, as amended or replaced from time to time; (d) BRRD Entity means any party to this Agreement that is subject to Bail-in Powers and/or as applicable, in the case of the Issuer, Stay Powers;

RECOGNITION OF BAIL-IN AND STAY POWERS. 31.1 34.1 Notwithstanding and to the exclusion of any other term in of this Agreement or any other agreements, arrangements, or understandings understanding between or among the Issuer and any of the parties to this AgreementAgent, each of the parties to this Agreement Issuer and any Agent acknowledges, accepts and agrees 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 a BRRD Party (a Relevant BRRD Party) to any BRRD Entity to it other party 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 any the BRRD Liability or outstanding amounts due thereon; (ii) the conversion of all, or a portion, of any the BRRD Liability into shares, other securities or other obligations of the relevant Relevant BRRD Entity Party or another person as the case may be (and the issue to or conferral on it any other party to this Agreement, of such shares, securities or obligations;obligations);‌ (iii) the cancellation of any the BRRD Liability; and (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any the 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. 31.2 34.2 In addition, each of the parties to this Agreement acknowledges, accepts and agrees: (a) (i) that this Agreement may be subject to the exercise of Stay Powers by the Relevant Resolution Authority and (ii) to be bound by the effect of an application of any Stay Powers; and; (b) (i) that the Exclusion Conditions will apply and (ii) to be bound by the application of the Exclusion Conditions; and that, in relation to this Agreement, paragraphs 32.2(a) and 32.2(b) above are exhaustive on the matters described therein to the exclusion of any other agreements, arrangements or understanding between the Issuer and any Agent relating to the subject matter of this Agreement. 31.3 34.3 For the purposes of this Clause 31: (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 means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time; (btime at xxxx://xxx.xxx.xx.xxx/pages.aspx?p=499; Executive Orders issued pursuant thereto and any regulatory standards adopted by the European Commission pursuant to Article 71(a) Bail-in Powers means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; (c) BRRD means Directive 2014/59/EU, as amended or replaced from time to time; (d) BRRD Entity means any party to this Agreement that is subject to Bail-in Powers and/or as applicable, in the case of the Issuer, Stay PowersBRRD;

RECOGNITION OF BAIL-IN AND STAY POWERS. 31.1 10.1 Notwithstanding and to the exclusion of any other term in of this Agreement or any other agreements, arrangements, or understandings between or among any of the parties to this AgreementBank and the Calculation Agent, each of the parties to this Agreement Bank and the Calculation Agent acknowledges, accepts and agrees 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 a BRRD Party (a Relevant BRRD Party) to any BRRD Entity to it other party 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 any BRRD the Liability or outstanding amounts due thereon; (ii) the conversion of all, or a portion, of any BRRD the Liability into shares, other securities or other obligations of the relevant Relevant BRRD Entity Party or another person as the case may be (and the issue to or conferral on it any other party to this Agreement, of such shares, securities or obligations); (iii) the cancellation of any BRRD the Liability; and (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any the 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. 31.2 10.2 In addition, each of the parties to this Agreement acknowledges, accepts and agrees: (a) (i) that this Agreement may be subject to the exercise of Stay Powers by the Relevant Resolution Authority and (ii) to be bound by the effect of an application of any Stay Powers; and; (b) (i) that the Exclusion Conditions will apply and (ii) to be bound by the application of the Exclusion Conditions. 31.3 For the purposes of this Clause 31: (a) Bail-in Legislation means ; and that, in relation to this Agreement, paragraphs 10.2(a) and 10.2(b) above are exhaustive on the matters described therein to the exclusion of any other agreements, arrangements or understanding between the Bank and the Calculation Agent relating to the subject matter of this Agreement. For the purpose of this clause 10: BRRD means Directive 2014/59/EU establishing a member state framework for the recovery and resolution of credit institutions and investment firms and any provision of Swedish law transposing or implementing such Articles, including but not limited to the European Economic Area which has implementedSwedish Banking and Financing Business Act (Sw: Lagen (2004:297) om bank- och finansieringsrörelse) and the Swedish Law on Resolution (Sw: Lagen (2015:1016) om resolution), or which at any as amended from time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the to time; 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/pages.aspx?p=499; Exclusion Conditions means the exclusion of certain contractual terms in early intervention and resolution set out in Article 68 of the BRRD and any provision of Swedish law transposing or implementing such Article, including, but not limited to the Swedish Banking and Financing Business Act (Sw: Lagen (2004:297) om bank- och finansieringsrörelse) and the Swedish Law on Resolution (Sw: Lagen (2015:1016) om resolution), as amended from time to time; (b, and the instruments, rules and standards created thereunder and any Executive Orders issued pursuant thereto and any regulatory standards adopted by the European Commission pursuant to Article 71(a) Bail-of the BRRD; Liability means a liability in Powers means any Write-down respect of which the relevant Write Down and Conversion Powers as defined in the EU applicable Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislationmay be exercised; (c) BRRD means Directive 2014/59/EU, as amended or replaced from time to time; (d) BRRD Entity means any party to this Agreement that is subject to Bail-in Powers and/or as applicable, in the case of the Issuer, Stay Powers;