Netherlands, Attention: DCM Origination / TRC 00.032, (Fax Number: +31 20 ###-###-####; Tel: +31 20 ###-###-####); Morgan Stanley & Co. International plc, 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom, Attention: Head of Transaction Management Group, Global Capital Markets (fax no.: +44 (0) 20 7056 4984). Notices to the Company shall be given to it at One Kellogg Square, Battle Creek, MI 49016-3599, (fax no.: (269) 565-1266); Attention: General Counsel, or if different, to the address set forth in this Underwriting Agreement.
(c) Contractual Recognition of Bail-In.
(i) Notwithstanding and to the exclusion of any other term of this Underwriting Agreement or any other agreements, arrangements, or understanding between any of the parties hereto, each of the parties acknowledges, accepts and agrees that any BRRD Liability of a BRRD Party hereto arising under this Agreement may be subject to the exercise of EU Bail-in Powers by the Relevant Resolution Authority and acknowledges, accepts, and agrees to be bound by:
(1) the effect of the exercise of any EU Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party under this Underwriting Agreement, which exercise (without limitation) may include and result in any of the following, or some combination thereof:
a. the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
b. 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 it of such shares, securities or obligations);
c. the cancellation of the BRRD Liability; or
d. the amendment or alteration of the amounts due in relation to such BRRD Liability, including 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
(2) the variation of the terms of this Underwriting Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of any EU Bail-in Powers by the Relevant Resolution Authority.
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.
BRRD means Directive 2014/59/EU (as amended) establishing a framework for the recovery and resolution of credit institutions and investment firms.