Seller will give prompt written notice to each Purchaser and Agent of such fact or facts; and (iii) the Seller will (x) comply at all times with the requirements of the Economic and Trade Sanctions and Anti-Terrorism Laws applicable to any transactions, dealings or other actions relating to this Agreement, except to the extent such non-compliance does not result in a violation of applicable law by any Purchaser or Agent and (y) will, upon any Purchaser’s or Agent’s reasonable request from time to time during the term of this Agreement, deliver a certification confirming its compliance with the covenants set forth in this Section 38.
In the event of any conflict between the terms of this Agreement and any other Program Document, the documents shall control in the following order of priority: first, the terms of the Pricing Side Letter shall prevail, then the terms of the Administration Agreement, then the terms of this Agreement shall prevail, and then the terms of the other Program Documents shall prevail. Notwithstanding anything herein to the contrary, the terms of the Omnibus Agreement shall prevail over the terms of this Agreement and the Pricing Side Letter.
EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties agree that this Agreement, any documents to be delivered pursuant to this Agreement and any notices hereunder may be transmitted between them by email and/or by facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested.
CONTRACTUAL RECOGNITION OF BAIL-IN
Seller acknowledges and agrees that notwithstanding any other term of this Agreement or any other agreement, arrangement or understanding with any applicable Purchaser or Agent, any of liabilities of any applicable Purchaser or Agent, as the Bank of England (or any successor resolution authority) may determine, arising under or in connection with this Agreement may be subject to Bail-In Action and Seller accepts to be bound by the effect of:
(a) Any Bail-In Action in relation to such liability, including (without limitations):
(i) a reduction, in full or in part, of any amount due in respect of any such liability;