(b) As used in this section 23, BHC Act Affiliate has the meaning assigned to
the term affiliate in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); Covered Entity means any of the following: (i) a covered entity as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 252.82(b), (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a covered FSI as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 382.2(b); Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; Insolvency
Proceedings means a receivership, insolvency, liquidation, resolution, or similar proceeding; and U.S. Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
24.
Bail-in Powers.
(a) Notwithstanding any other term of this Agreement or any other
agreements, arrangements, or understanding between any of the Underwriters and the Company, the Company acknowledges, accepts, and agrees to be bound by:
(i) The effect of the exercise of Bail-in Powers by the Relevant Resolution Authority
in relation to any BRRD Liability of 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:
(1) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
(2) the conversion of all, or a portion, of the BRRD Liability into shares, other debt securities or other obligations of any
of the Underwriters or another person (and the issue to or conferral on the Company of such shares, securities or obligations);
(3) the cancellation of the BRRD Liability; and
(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.
(ii) 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.
(iii) As used in this Section 24(a), 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,
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