Common use of Bail-in Powers Clause in Contracts

Bail-in Powers. 21.1 Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the Registrar (the “BRRD Party”) and the Issuer, the Issuer acknowledges and accepts that any 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: 21.1.1 the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the BRRD Party to the Issuer 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 BRRD Party or another person, and the issue to or conferral on the Issuer 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; 21.1.2 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. 21.2 For the purposes of this Clause 21:

Bail-in Powers. 21.1 Notwithstanding and to the exclusion of any other term of this Agreement, any Terms Agreement or any other agreements, arrangements, or understanding between the Registrar (the “BRRD Party”) Agents or any Purchaser and the IssuerCompany, the Issuer acknowledges and Company acknowledges, accepts that any an EU BRRD Liability arising under this Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts Authority and agrees to be bound by: 21.1.1 (a) the effect of the exercise of EU Bail-in Powers by the Relevant Resolution Authority in relation to any EU BRRD Liability of any of the BRRD Party Agents to the Issuer Company under this Agreement or any Terms Agreement, that which (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 EU BRRD Liability or outstanding amounts due thereon; (ii) the conversion of all, or a portion, of the EU BRRD Liability into shares, other securities or other obligations of any of the BRRD Party Agents or another person, person (and the issue to or conferral on the Issuer Company of such shares, securities or obligations); (iii) the cancellation of the EU 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; 21.1.2 (b) the variation of the terms of this AgreementAgreement or any Terms Agreement relating to such EU BRRD Liability, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of EU Bail-in Powers by the Relevant Resolution Authority. 21.2 For the purposes of this Clause 21:

Bail-in Powers. 21.1 Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the Registrar (the “BRRD Party”) Company and the IssuerUnderwriters, the Issuer Company acknowledges and accepts that any 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 AuthorityAuthority (as defined below), and acknowledges, accepts accepts, and agrees to be bound by: 21.1.1 (a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the BRRD Party Underwriters to the Issuer Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (i) 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 BRRD Party Underwriters or another person, and the issue to or conferral on the Issuer Company of such shares, securities or obligations; (iii) . the cancellation of 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; 21.1.2 (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. 21.2 For the purposes of this Clause 21: