It is agreed that notwithstanding any other term of any Finance Document
or any other agreement, arrangement or understanding between the
Parties, each Party acknowledges and accepts that any liability of any
Finance Party to any other Party under or in connection with the Finance
Documents may be subject to Bail-In Action by the relevant Resolution
Authority and acknowledges and accepts to be bound by the effect of:
(a)any Bail-In Action in relation to any such liability, including (without
limitation):
(i)a reduction, in full or in part, in the principal amount, or outstanding
amount due (including any accrued but unpaid interest) in respect of
any such liability;
(ii) a conversion of all, or part of, any such liability into shares or other
instruments of ownership that may be issued to, or conferred on, it;
(iii) a cancellation of any such liability; and
(iv) a variation of any term in any Finance Document to the extent
necessary to give effect to any Bail-In Action in relation to any such
liability.
(i)"Article 55 BRRD" means Article 55 of Directive 2014/59/EU
establishing a framework for the recovery and resolution of credit
institutions and investment firms.
(ii) "Bail-In Action" means the exercise of any Write-down and
Conversion Powers.
(iii) "Bail-In Legislation" means:
(A) in relation to an EEA Member Country which has
implemented, or which at any time implements, Article 55
BRRD, the relevant implementing law or regulation as
described in the EU Bail-In Legislation Schedule from time to
time;
(B) in relation to any state other than such an EEA Member
Country and the United Kingdom, any analogous law or
regulation from time to time which requires contractual
recognition of any Write-down and Conversion Powers
contained in that law or regulation; and
(C) in relation to the United Kingdom, the UK Bail-In Legislation;
(iv) "EEA Member Country" means any member state of the European
Union, Iceland, Liechtenstein and Norway.
(v)"EU Bail-In Legislation Schedule" means the document described
as such and published by the Loan Market Association (or any
successor person) from time to time.
(vi) "Resolution Authority" means any body which has authority to
exercise any Write-down and Conversion Powers.
(vii) "UK Bail-In Legislation" means Part I of the United Kingdom
Banking Act 2009 and any other law or regulation applicable in the
United Kingdom relating to the resolution of unsound or failing
banks, investment firms or other financial institutions or their
affiliates (otherwise than through liquidation, administration or other
insolvency proceedings).
(viii) "Write-down and Conversion Powers" means:
(A) in relation to any Bail-In Legislation described in the EU Bail-
In Legislation Schedule from time to time, the powers
described as such in relation to that Bail-In Legislation in the
EU Bail-In Legislation Schedule;
(B) in relation to any other applicable Bail-In Legislation other
than the UK Bail-In Legislation:
(1) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(2) any similar or analogous powers under that Bail-In Legislation; and
(C) in relation to the UK Bail-In Legislation, any powers under
that UK Bail-In Legislation to cancel, transfer or dilute shares
issued by a person that is a bank or investment firm or other
financial institution or affiliate of a bank, investment firm or
other financial institution, to cancel, reduce, modify or change
the form of a liability of such a person or any contract or
instrument under which that liability arises, to convert all or
part of that liability into shares, securities or obligations of that
person or any other person, to provide that any such contract
or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability
or any of the powers under that UK Bail-In Legislation that are
related to or ancillary to any of those powers.
GOVERNING LAW AND ENFORCEMENT