Common use of Recognition of Bail-In Clause in Contracts

Recognition of Bail-In. 9.1 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. 9.2 For the purposes of this clause 9:

Recognition of Bail-In. 9.1 Notwithstanding and to the exclusion of any other term in of this Agreement Second Supplemental Indenture or any other agreements, arrangements, or understandings understanding between the Senior Preferred Debt Securities Registrar and the Company or among any of Holder, the parties to this Agreement, Company and each of the parties to this Agreement acknowledges, Holder acknowledges and accepts and agrees that a BRRD Liability arising under this Agreement Second Supplemental Indenture may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts 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 Senior Preferred Debt Securities Registrar to the Company or to any BRRD Entity to it Holder under this AgreementSecond Supplemental Indenture, 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 BRRD Entity Senior Preferred Debt Securities Registrar or another person person, and the issue to or conferral on it the Company or on any Holder of such shares, securities or 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 payments are due, including by suspending payment for a temporary period; and; (b) the variation of the terms of this AgreementSecond Supplemental Indenture, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. 9.2 For Authority in respect of the purposes of Senior Preferred Debt Securities Registrar. Solely as used in this clause 9Section 4.08:

Recognition of Bail-In. 9.1 Notwithstanding and to the exclusion of any other term in of this Agreement Third Supplemental Indenture or any other agreements, arrangements, or understandings understanding between the Senior Preferred Debt Securities Registrar and the Company or among any of Holder, the parties to this Agreement, Company and each of the parties to this Agreement acknowledges, Holder acknowledges and accepts and agrees that a BRRD Liability arising under this Agreement Third Supplemental Indenture may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts 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 Senior Preferred Debt Securities Registrar to the Company or to any BRRD Entity to it Holder under this AgreementThird Supplemental Indenture, 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 BRRD Entity Senior Preferred Debt Securities Registrar or another person person, and the issue to or conferral on it the Company or on any Holder of such shares, securities or 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 payments are due, including by suspending payment for a temporary period; and; (b) the variation of the terms of this AgreementThird Supplemental Indenture, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. 9.2 For Authority in respect of the purposes of Senior Preferred Debt Securities Registrar. Solely as used in this clause 9Section 4.08:

Recognition of Bail-In. 9.1 Notwithstanding and to the exclusion of any other term in of this Agreement Second Supplemental Indenture or any other agreements, arrangements, or understandings understanding between the Subordinated Debt Securities Registrar and the Company or among any of Holder, the parties to this Agreement, Company and each of the parties to this Agreement acknowledges, Holder acknowledges and accepts and agrees that a BRRD Liability arising under this Agreement Second Supplemental Indenture may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts 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 Subordinated Debt Securities Registrar to the Company or to any BRRD Entity to it Holder under this AgreementSecond Supplemental Indenture, 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 BRRD Entity Subordinated Debt Securities Registrar or another person person, and the issue to or conferral on it the Company or on any Holder of such shares, securities or 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 payments are due, including by suspending payment for a temporary period; and; (b) the variation of the terms of this AgreementSecond Supplemental Indenture, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. 9.2 For Authority in respect of the purposes of Subordinated Debt Securities Registrar. Solely as used in this clause 9Section 4.08:

Recognition of Bail-In. 9.1 Notwithstanding and to the exclusion of any other term in of this Agreement or any other agreements, arrangements, or understandings understanding between or among any of the parties to this Agreementhereto, each of the parties to this Agreement acknowledges, accepts accepts, and agrees that any BRRD Liability of a BRRD Liability Party hereto arising under this Agreement may be subject to the exercise of Bail-in Statutory Loss Absorption Powers by the Relevant Resolution Authority, Authority and acknowledges, accepts accepts, consents to and agrees to be bound by: (a) the effect of the exercise of Bail-in any Statutory Loss Absorption Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Entity to it under this AgreementAuthority, that which exercise (without limitation) may include and result in any of the following, or some a 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 BRRD Entity or another person (and the issue to or conferral on it of such shares, securities or obligations); (iii) the cancellation of any the BRRD Liability; andor (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 any Statutory Loss Absorption Powers by the Relevant Resolution Authority. 9.2 For the purposes of . As used in this clause 9Section 18:

Recognition of Bail-In. 9.1 Notwithstanding and to the exclusion of any other term in of this Agreement or any other agreements, arrangements, or understandings understanding between or among any of the parties to this AgreementPaying Agent and the Issuer (each a "BRRD Party"), each of the parties to this Agreement acknowledges, BRRD Party acknowledges and 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 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 a BRRD Entity Party (Relevant BRRD Party) to it the other BRRD Party under this Agreementagreement, 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 person, and the issue to or conferral on it the other BRRD Party of such shares, securities or 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 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. 9.2 (c) For the purposes purpose of this clause 9Clause 13:

Recognition of Bail-In. 9.1 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 a Foreign Underwriter (as defined below) and the parties to this AgreementCompany and Carnival plc, each of the parties to this Agreement party hereto 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 Authorityaccepts, and acknowledges, accepts and agrees to be bound by: : (ai) the effect of the any exercise of write-down and conversion powers as defined in relation to the relevant Bail-in Legislation (as defined below) (“Bail-in Powers”) by the resolution authority with the ability to exercise Bail-in Powers by the Relevant Resolution Authority in relation to any Foreign Underwriter (the “Relevant Resolution Authority”) in relation to any liability as defined under the applicable Bail-in Legislation (a “BRRD Liability Liability”) of any BRRD Entity Foreign Underwriter to it the Company or Carnival plc under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (ia) the reduction of all, or a portion, of any such BRRD Liability or outstanding amounts due thereon; ; (iib) the conversion of all, or a portion, of any such BRRD Liability into shares, other securities or other obligations of the relevant BRRD Entity any Foreign Underwriter or another person (and the issue to or conferral on it the Company or Carnival plc of such shares, securities or obligations; , including by means of an amendment, modification or variation of the terms of this Agreement); (iiic) the cancellation of any such BRRD Liability; and or (ivd) the amendment or alteration of the amounts due in relation to the BRRD Liability 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 and (bii) 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. 9.2 For the purposes of this clause 9:

Recognition of Bail-In. 9.1 Notwithstanding and to the exclusion of any other term in of this Agreement or any other agreements, arrangements, or understandings understanding between or among any of the parties to this Agreementhereto, each of the parties to this Agreement acknowledges, accepts accepts, and agrees that any BRRD Liability of a BRRD Liability Party hereto arising under this Agreement may be subject to the exercise of Bail-in Statutory Loss Absorption Powers by the Relevant Resolution Authority, Authority and acknowledges, accepts accepts, consents to and agrees to be bound by: (a) the effect of the exercise of Bail-in any Statutory Loss Absorption Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Entity to it under this AgreementAuthority, that which exercise (without limitation) may include and result in any of the following, or some a 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 BRRD Entity or another person (and the issue to or conferral on it of such shares, securities or obligations); (iii) the cancellation of any the BRRD Liability; andor (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 any Statutory Loss Absorption Powers by the Relevant Resolution Authority. 9.2 . For the purposes of this clause 9:Section 18,

Recognition of Bail-In. 9.1 Notwithstanding and to the exclusion of any other term in of this Agreement or any other agreements, arrangements, or understandings understanding between or among any of the parties to this Agreementeach BRRD Party and each BRRD Counterparty, each of the parties to this Agreement acknowledges, BRRD Counterparty acknowledges and 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 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 each BRRD Entity Party to it each BRRD Counterparty 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 such BRRD Liability or outstanding amounts due thereon; (ii) the conversion of all, or a portion, of any such BRRD Liability into shares, other securities or other obligations of the relevant BRRD Entity Party or another person person, and the issue to or conferral on it the BRRD Counterparty of such shares, securities or obligations; (iii) the cancellation of any such 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. 9.2 (c) For the purposes purpose of this clause 9Clause 13:

Recognition of Bail-In. 9.1 (a) Notwithstanding and to the exclusion of any other term in of this Agreement or any other agreements, arrangementsarrangements or understanding between the Initial Purchasers and the Company and the Guarantors, or understandings between or among any of the parties to this Agreement, Company and each of the parties to this Agreement acknowledges, Guarantors acknowledges and accepts and agrees that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant relevant Resolution Authority, and acknowledges, accepts accepts, and agrees to be bound by: (ai) the effect of the exercise of Bail-in Powers by the Relevant relevant Resolution Authority in relation to any BRRD Liability of any BRRD Entity the Initial Purchasers to it the Company or a Guarantor under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (i) a. the reduction of all, or a portion, of any the BRRD Liability or outstanding amounts due thereon; (ii) b. the conversion of all, or a portion, of any the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Entity Initial Purchaser(s) or another person person, and the issue to or conferral on it the Company or a Guarantor of such shares, securities or obligations; (iii) c. the cancellation of any the BRRD Liability; and (iv) d. the amendment reduction 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 (bii) the variation of the terms of this Agreement, as deemed necessary by the Relevant relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant relevant Resolution Authority. 9.2 (b) For the purposes of this clause 9Section 12:

Recognition of Bail-In. 9.1 Notwithstanding and to the exclusion of any other term in of this Agreement Agreement, or any other agreements, arrangements, or understandings between or among any of the parties to this AgreementIssuer and the Calculation Agent, each of the parties to this Agreement acknowledges, Issuer acknowledges and 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, Authority and acknowledges, accepts accepts, consents and agrees to be bound by: (a) the effect of the exercise of Bail-in Powers by the any Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Entity the Calculation Agent to it the Issuer under this Agreement, 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 Calculation Agent or another person (and the issue to or conferral on it the Issuer of such shares, securities or obligations); (iii) the cancellation of any BRRD Liability; andor (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 Power by the any Relevant Resolution Authority. 9.2 For the purposes of . In this clause 9Clause 10:

Recognition of Bail-In. 9.1 Notwithstanding and to the exclusion of any other term in of this Agreement Indenture or any other agreementsagreement, arrangementsarrangement or understanding between Elavon Financial Services DAC, or understandings between or among any of UK Branch (the parties to this Agreement, “BRRD Party”) and each of the other parties to this Agreement acknowledgeshereto, accepts and agrees each party hereto acknowledges that a any liability of the BRRD Liability Party arising under this Agreement Indenture or any such other document, to the extent such liability is unsecured or not otherwise exempted, 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 the BRRD Entity to it Party under this AgreementIndenture, that (without limitation) may include and result in any of the following, or some combination thereof: (i) 1. the reduction of all, or a portion, of any the BRRD Liability or outstanding amounts due thereon; (ii) 2. the conversion of all, or a portionportion of, of any the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Entity Party or another person person, and the issue to or conferral on it the other parties hereto of such shares, securities or obligations; (iii) 3. the cancellation of any the BRRD Liability; andor (iv) 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; and (b) the variation of the terms of this AgreementIndenture, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of the Bail-in Powers by the Relevant Resolution Authority. 9.2 . For the purposes purpose of this clause 9Section, the following terms shall have the following meanings:

Recognition of Bail-In. 9.1 (a) Notwithstanding and to the exclusion of any other term in of this Agreement or any other agreements, arrangementsarrangements or understanding between the Initial Purchasers and the Company and the Guarantors, or understandings between or among any of the parties to this Agreement, Company and each of the parties to this Agreement acknowledges, Guarantors acknowledges and 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 accepts, and agrees to be bound by: (ai) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Entity the Initial Purchasers to it the Company or a Guarantor under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (i) a. the reduction of all, or a portion, of any the BRRD Liability or outstanding amounts due thereon; (ii) b. the conversion of all, or a portion, of any the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Entity Initial Purchaser(s) or another person person, and the issue to or conferral on it the Company or a Guarantor of such shares, securities or obligations; (iii) c. the cancellation of any the BRRD Liability; and; (iv) d. 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; (bii) 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. 9.2 (b) For the purposes of this clause 9Section 12:

Recognition of Bail-In. 9.1 Notwithstanding and to the exclusion of any other term in of this Agreement or any other agreements, arrangements, or understandings understanding between or among any of the parties to this Agreementhereto, each of the parties to this Agreement acknowledges, accepts accepts, and agrees that any BRRD Liability of a BRRD Liability Party hereto arising under this Agreement may be subject to the exercise of Bail-in Statutory Loss Absorption Powers by the Relevant Resolution Authority, Authority and acknowledges, accepts accepts, consents to and agrees to be bound by: (a) the effect of the exercise of Bail-in any Statutory Loss Absorption Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Entity to it under this AgreementAuthority, that which exercise (without limitation) may include and result in any of the following, or some a 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 BRRD Entity or another person (and the issue to or conferral on it of such shares, securities or obligations); (iii) the cancellation of any the BRRD Liability; andor (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 any Statutory Loss Absorption Powers by the Relevant Resolution Authority. 9.2 . For the purposes of this clause 9:Section 15,