Common use of Acknowledgment and Consent to Bail-In of EEA Financial Institutions Clause in Contracts

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understandings between any Underwriter and the Company, each of the parties to this Agreement accepts and agrees 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 relevant 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 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; (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 the Bail-In Powers by the Relevant Resolution Authority. (c) For the purpose of this Section 23:

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understandings understanding between any Underwriter BRRD Party and the Company, each of the parties to this Agreement , (a) The Company acknowledges and accepts and agrees 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: (ai) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each Underwriter subject to the relevant Underwriter Bail-In Powers of a Relevant Resolution Authority (a “BRRD Party”) to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (i1) the reduction of all, or a portion portion, of the BRRD Liability or outstanding amounts due thereon; ; (ii2) the conversion of all, or a portion ofportion, of the BRRD Liability into shares, other securities or other obligations of the Underwriters each BRRD Party or another person (and the issue to or conferral on the Company of such shares, securities or obligations); ; (iii3) the cancellation of the BRRD Liability; ; and/or (iv4) 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 the Bail-In in Powers by the Relevant Resolution Authority. (cb) For the purpose of As used in this Section 2314, “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 ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇.▇▇▇/documents-guidelines/eu-bail-legislation-schedule; “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 a BRRD Party.

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding and to the exclusion of any other term of this Agreement Indenture or any other agreements, arrangements arrangements, or understandings understanding between any Underwriter the BRRD Party and the CompanyIssuers and the Guarantors, each of the parties to this Agreement Issuers and the Guarantors acknowledges and accepts and agrees that a BRRD Liability (as defined below) arising under this Agreement Indenture may be subject to the exercise of Bail-in Powers (as defined below) by the Relevant Resolution Authority (as defined below)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 relevant Underwriter BRRD Party to the Company Issuers or the Guarantors under this AgreementIndenture, that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion portion, of the BRRD Liability or outstanding amounts due thereon; (ii) the conversion of all, or a portion ofportion, of the BRRD Liability into shares, other securities or other obligations of the Underwriters BRRD Party or another person (person, and the issue to or conferral on the Company Issuers or the Guarantors 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, due including by suspending payment for a temporary period;; and (iv) the cancellation of the BRRD Liability. (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 in Powers by the Relevant Resolution Authority. (c) For the purpose of The terms that follow, when used in this Section 2313.17, shall have the meanings indicated:

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding and anything to the exclusion 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 other term of this Agreement or any other agreements, arrangements or understandings between any Underwriter and the Company, each of the parties to this Agreement accepts and agrees Lender that a BRRD Liability (as defined below) is an EEA Financial Institution arising under this Agreement any Loan Document, to the extent such liability is unsecured, may be subject to the exercise write-down and conversion powers of Bail-in Powers (as defined below) by the Relevant an EEA Resolution Authority (as defined below)and agrees and consents to, and acknowledges, accepts acknowledges and agrees to be bound by: (a) the effect application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and (b) the exercise effects of any Bail-in Powers by the Relevant Resolution Authority in relation to Action on any BRRD Liability of the relevant Underwriter to the Company under this Agreementsuch liability, that (without limitation) may include and result in any of the followingincluding, or some combination thereofif applicable: (i) the a reduction in full or in part or cancellation of all, or a portion of the BRRD Liability or outstanding amounts due thereonany such liability; (ii) the a conversion of all, or a portion of, the BRRD Liability such liability into shares, other securities shares or other obligations instruments of the Underwriters ownership in such EEA Financial Institution, its parent undertaking, or another person (a bridge institution that may be issued to it or otherwise conferred on it, and the issue 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 conferral on the Company of such shares, securities or obligations);any other Loan Document; or (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 such liability in connection with the exercise of the Bailwrite-In Powers by the Relevant down and conversion powers of any EEA Resolution Authority. (ci) For Subject to the purpose satisfaction (or waiver) of the conditions set forth in Section Three hereof, the 2017 Replacement Term Lenders hereby agree to make 2017 Replacement Term Loans (as defined below) to the Borrower on the Third Amendment Effective Date (as defined below) in the aggregate principal amount of $735,000,000, which shall be used solely to refinance in full all outstanding Existing Term Loans and to pay fees and expenses relating to this Section 23Third Amendment. (ii) As of the Third Amendment Effective Date, immediately prior to the effectiveness of the Third Amendment, the Administrative Agent has prepared and provided a true and correct copy to the Borrower of a schedule (the “2017 Replacement Term Loan Commitments Schedule”) which sets forth the allocated commitments received by it (the “2017 Replacement Term Loan Commitments”) from the Lenders providing the 2017 Replacement Term Loans (the “2017 Replacement Term Lenders”). The Administrative Agent has notified each 2017 Replacement Term Lender of its allocated 2017 Replacement Term Loan Commitment, and each of the 2017 Replacement Term Lenders is listed as a signatory to this Third Amendment. On the Third Amendment Effective Date, all Existing Term Loans shall be refinanced in full as follows:

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understandings between any Underwriter Underwriters and the Company, each of the parties to this Agreement accepts and agrees 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 relevant 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 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; (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 the Bail-In Powers by the Relevant Resolution Authority. (c) For the purpose of this Section 23:

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understandings understanding between any Underwriter BRRD Party and the Company, each of the parties to this Agreement , (a) The Company acknowledges and accepts and agrees 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: (ai) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each Underwriter subject to the relevant Underwriter Bail-In Powers of a Relevant Resolution Authority (a “BRRD Party”) to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (i1) the reduction of all, or a portion portion, of the BRRD Liability or outstanding amounts due thereon; ; (ii2) the conversion of all, or a portion ofportion, of the BRRD Liability into shares, other securities or other obligations of the Underwriters each BRRD Party or another person (and the issue to or conferral on the Company of such shares, securities or obligations); ; (iii3) the cancellation of the BRRD Liability; ; and/or (iv4) 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 the Bail-In in Powers by the Relevant Resolution Authority. (cb) For the purpose of As used in this Section 23:14, “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 h▇▇▇▇://▇▇▇.▇▇▇.▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇-guidelines/eu-bail-legislation-schedule; “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 a BRRD Party.

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding and to the exclusion of any other term of this Agreement Indenture or any other agreements, arrangements arrangements, or understandings understanding between any Underwriter the BRRD Party and the CompanyIssuer and the Guarantors, each of the parties to this Agreement Issuer and the Guarantors acknowledges and accepts and agrees that a BRRD Liability (as defined below) arising under this Agreement Indenture may be subject to the exercise of Bail-in Powers (as defined below) by the Relevant Resolution Authority (as defined below)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 relevant Underwriter BRRD Party to the Company Issuer or the Guarantors under this AgreementIndenture, that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion portion, of the BRRD Liability or outstanding amounts due thereon; (ii) the conversion of all, or a portion ofportion, of the BRRD Liability into shares, other securities or other obligations of the Underwriters BRRD Party or another person (person, and the issue to or conferral on the Company Issuer or the Guarantors 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, due including by suspending payment for a temporary period;; and (iv) the cancellation of the BRRD Liability. (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 in Powers by the Relevant Resolution Authority. (c) For the purpose of The terms that follow, when used in this Section 2313.17, shall have the meanings indicated:

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understandings between any Underwriter and each of Parent and the Company, each of the parties to this Agreement accepts and agrees 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 relevant 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 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; (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 the Bail-In Powers by the Relevant Resolution Authority. (c) For the purpose of this Section 2322: