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

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms of this Agreement or any other agreements, arrangements, or understandings among the parties hereto, the Company acknowledges and accepts 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 each 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 relevant Underwriter 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; or (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 Bail-in Powers by the Relevant Resolution Authority. For purposes of this Paragraph 4,

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, or understandings among understanding between the parties heretoCompany and the Representatives, the Company acknowledges and accepts 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 each Underwriter any of the Underwriters 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 relevant an Underwriter 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; or ; (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 Bail-in Powers by the Relevant Resolution Authority. . (c) For the purposes of this Paragraph 4,Section 20:

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, arrangements or understandings among understanding between the parties heretoRepresentatives and the Company, the Company acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in 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 In Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each Underwriter to any of the Company Underwriters 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 portionportion of, of the BRRD Liability into shares, other securities or other obligations of the relevant an Underwriter or another person, and the issue to or conferral on each of the Company of such shares, securities or obligations; ; (iii) the cancellation of the BRRD Liability; or ; (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 Bail-in In Powers by the Relevant Resolution Authority. For purposes of . (c) As used in this Paragraph 4,Section 16:

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, or understandings among understanding between the parties heretoCompany and the Representatives, the Company acknowledges and accepts 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 each Underwriter the Representatives to the Company 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 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 relevant Underwriter Representatives 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; or ; (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 Bail-in Powers by the Relevant Resolution Authority. For the purposes of this Paragraph 4,Section 16:

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, arrangements or understandings among understanding between the parties hereto, the Company each party acknowledges and accepts 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 each Underwriter to any of the Company Underwriters 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 portionportion of, of the BRRD Liability into shares, other securities or other obligations of the relevant an Underwriter or another person, and the issue to or conferral on the Company other parties of such shares, securities or obligations; ; (iii) the cancellation of the BRRD Liability; or ; (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. For purposes of As used in this Paragraph 4,Section 26:

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, arrangements or understandings among understanding between the parties heretothereto, the Company each Transaction Party acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in 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 In Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each the Underwriter to the Company Transaction Parties 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 portionportion of, of the BRRD Liability into shares, other securities or other obligations of the relevant Underwriter or another person, and the issue to or conferral on the Company any Transaction Party of such shares, securities or obligations; ; (iii) the cancellation of the BRRD Liability; or or (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 In Powers by the Relevant Resolution Authority. For purposes of As used in this Paragraph 4,Section 23:

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, or understandings among understanding between any Underwriter and the parties heretoCompany, the Company acknowledges and accepts 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 each an 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 relevant such Underwriter 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; or 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;. (b) the 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. For purposes of this Paragraph 4Section 20,

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, or understandings among understanding between any Underwriter and the parties heretoCompany, the Company acknowledges and accepts 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 each an 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 relevant such Underwriter 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; or 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;. (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. For purposes of this Paragraph 4,.

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, or understandings among understanding between the parties heretoCompany and the Representatives, the Company acknowledges and accepts 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 each Underwriter the Representatives to the Company 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 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 relevant Underwriter Representatives 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; or ; (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 Bail-in Powers by the Relevant Resolution Authority. For the purposes of this Paragraph 4,Section 22:

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, arrangements or understandings among understanding between the parties hereto, the Company acknowledges and accepts 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 The effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each Underwriter the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (i) the The reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; ; (ii) the The conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant Underwriter Underwriters or another person, and the issue to or conferral on the Company of such shares, securities or obligations; ; (iii) the The cancellation of the BRRD Liability; or and (iv) the 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 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. For purposes of . (c) As used in this Paragraph 4Section 14,

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, arrangements or understandings among understanding between the parties heretoRepresentatives and the Company, the Company acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in 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 In Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each Underwriter to any of the Company Underwriters 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 portionportion of, of the BRRD Liability into shares, other securities or other obligations of the relevant an Underwriter or another person, and the issue to or conferral on each of the Company Issuer and the Guarantors of such shares, securities or obligations; ; (iii) the cancellation of the BRRD Liability; or ; (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 Bail-in In Powers by the Relevant Resolution Authority. For purposes of . (c) As used in this Paragraph 4,Section 15:

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, arrangements or understandings among understanding between the parties hereto, the Company acknowledges and accepts 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 The effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each Underwriter the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: : (i) the The reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; ; (ii) the The conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant Underwriter Underwriters or another person, and the issue to or conferral on the Company of such shares, securities or obligations; ; (iii) the The cancellation of the BRRD Liability; or and (iv) the 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 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. For purposes of . (c) As used in this Paragraph 4Section 15,

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms of this Agreement or any other agreements, arrangements, or understandings among the parties hereto, the Company acknowledges and accepts 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 each 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 relevant Underwriter 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; or (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 Bail-in Powers by the Relevant Resolution Authority. For purposes of this Paragraph Section 4,

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, arrangements or understandings among understanding between the parties hereto, the Company acknowledges and accepts 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 each Underwriter the Underwriters 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 relevant Underwriter 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; or 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. For purposes of . (c) As used in this Paragraph 4section 14,

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, arrangements or understandings among understanding between the parties hereto, the Company each party acknowledges and accepts 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 each Underwriter to any of the Company Underwriters 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 portionportion of, of the BRRD Liability into shares, other securities or other obligations of the relevant an Underwriter or another person, and the issue to or conferral on the Company other parties of such shares, securities or obligations; ; (iii) the cancellation of the BRRD Liability; or ; (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. For purposes of As used in this Paragraph 4,Section 25:

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, or understandings among understanding between the parties heretoCompany and the Underwriter, the Company acknowledges and accepts 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 each the Underwriter to the Company 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 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 relevant Underwriter 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; or ; (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 Bail-in Powers by the Relevant Resolution Authority. For the purposes of this Paragraph 4,Section 16:

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, or understandings among understanding between the parties heretoCompany and the Representatives, the Company acknowledges and accepts 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 each Underwriter the Representatives to the Company 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 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 relevant Underwriter Representatives 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; or ; (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 Bail-in Powers by the Relevant Resolution Authority. For the purposes of this Paragraph 4,Section 18:

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, arrangements or understandings among understanding between the parties heretothereto, and each of the Company parties to this Agreement acknowledges and accepts 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 each Underwriter to the Company Underwriters 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 relevant Underwriter 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; or ; (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 (bv) 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. For purposes of . (b) As used in this Paragraph 4section 21,

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, arrangements or understandings among understanding between the parties heretothereto, each of the Company parties to this Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in 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 In Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each Underwriter to the Company Underwriters 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 portionportion of, of the BRRD Liability into shares, other securities or other obligations of the relevant Underwriter 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; or or (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 In Powers by the Relevant Resolution Authority. For purposes of As used in this Paragraph 4,Section 22:

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, arrangements or understandings among understanding between the parties heretothereto, the Company each Transaction Party acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in 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 In Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each the Underwriter to the Company Transaction Parties 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 portionportion of, of the BRRD Liability into shares, other securities or other obligations of the relevant Underwriter or another person, and the issue to or conferral on the Company any Transaction Party of such shares, securities or obligations; ; (iii) the cancellation of the BRRD Liability; or or (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 In Powers by the Relevant Resolution Authority. For purposes of As used in this Paragraph 4,Section 21:

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, or understandings among understanding between the parties heretoCompany and the Representatives, the Company acknowledges and accepts 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 each Underwriter the Representatives 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 relevant Underwriter Representatives 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; or ; (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 Bail-in Powers by the Relevant Resolution Authority. For the purposes of this Paragraph 4,Section 18:

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, or understandings among the parties hereto, the Company acknowledges and accepts 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, 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 each Covered 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 relevant Covered Underwriter or another person, person (and the issue to or conferral on the Company of such shares, securities or obligations; ); (iii) the cancellation of the BRRD Liability; or ; (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;; or (b) the variation of the terms of this AgreementAgreement as they relate to any BRRD Liability of a Covered Underwriter, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of the Bail-in Powers by the Relevant Resolution Authority. For purposes purpose of this Paragraph 4,Section 21, the terms which follow shall have the meanings indicated:

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, or understandings among understanding between the parties heretoLending Agent and the Client, the Company Client acknowledges and accepts that a BRRD Liability arising under this the 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 each Underwriter the Lending Agent to the Company Client under this the 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 relevant Underwriter Lending Agent or another person, and the issue to or conferral on the Company Client of such shares, securities or obligations; ; (iii) the cancellation of the BRRD Liability; or 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, the Agreement as deemed necessary by the Relevant Resolution Authority, ,to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. For the purposes of this Paragraph 4,clause 20, the following terms shall have the meanings set forth below:

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, or understandings among understanding between any of the parties hereto, each of the Company parties acknowledges and accepts that a BRRD Liability of a BRRD Party hereto 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 each Underwriter to the Company under this Agreementa BRRD Party, 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 relevant Underwriter or another person, and the issue to or conferral on the Company it of such shares, securities or obligations; ; (iii) the cancellation of the BRRD Liability; or or (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 any Bail-in Powers by the Relevant Resolution Authority. For the purposes of this Paragraph 4Section 23,

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, or understandings among understanding between any Underwriter and the parties heretoCompany, the Company acknowledges and accepts 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 each an 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 relevant such Underwriter 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; or 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. For purposes of this Paragraph 4Section 18,

Contractual Recognition of Bail-In. (a) Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, or understandings understanding among the parties heretoUnderwriters, the Company acknowledges Underwriters acknowledge and accepts accept that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledgesacknowledge, acceptsaccept, and agrees agree 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 any Underwriters to any other Underwriter to the Company 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 the BRRD Liability or outstanding amounts due thereon; ; (iiB) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant Underwriter Underwriters or another person, and the issue to or conferral on the Company of such shares, securities or obligations; obligations on the creditor or counterparty of such Underwriter; (iiiC) the cancellation of the BRRD Liability; or ; (ivD) 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; (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. For purposes of this Paragraph 4,.

Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, arrangements or understandings among understanding between the parties hereto, each of the Company parties to this Agreement acknowledges and accepts 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: (ai) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each Underwriter the Underwriters to the Company 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 the BRRD Liability or outstanding amounts due thereon; ; (iiB) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant Underwriter Underwriters or another person, and the issue to or conferral on the Company of such shares, securities or obligations; ; (iiiC) the cancellation of the BRRD Liability; or and (ivD) 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. For purposes of As used in this Paragraph 4Section 17(f),

Contractual Recognition of Bail-In. (a) Notwithstanding and to the exclusion of any other terms term of this Agreement or any other agreements, arrangements, or understandings understanding among the parties heretoUnderwriters, the Company acknowledges Underwriters acknowledge and accepts accept that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledgesacknowledge, acceptsaccept, and agrees agree 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 each any Underwriters to any other Underwriter to the Company 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 the BRRD Liability or outstanding amounts due thereon; ; (iiB) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant Underwriter Underwriters or another person, and the issue to or conferral on the Company of such shares, securities or obligations; obligations on the creditor or counterparty of such Underwriter; (iiiC) the cancellation of the BRRD Liability; or ; (ivD) 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 Bail-in Powers by the Relevant Resolution Authority. For purposes of this Paragraph 4,.