Common use of Qualified Financial Contract Clause in Contracts

Qualified Financial Contract. To the extent determined to be applicable under applicable law, the parties agree that (i) to the extent that prior to the date hereof all parties hereto have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a part of this Agreement and each other Loan Document, and for such purposes this Agreement and each other Loan Document shall be deemed a Protocol Covered Agreement and each party shall be deemed to have the same status as Regulated Entity and/or Adhering Party as applicable to it under the Protocol; or (ii) if clause (i) does not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by the International Swaps and Derivatives Association (“ISDA”) on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at xxx.xxxx.xxx and a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of this Credit Agreement and each other Loan Document, and for such purposes this Credit Agreement and each other Loan Document shall each be deemed a “Covered Agreement,” each party that is a Regulated Entity shall be deemed a “Covered Entity” and each party (whether or not it is a Regulated Entity) shall be deemed a “Counterparty Entity” with respect to each other party that is a Regulated Entity. In the event of any inconsistencies between this Agreement or any other Loan Document and the terms or the Protocol or the Bilateral Terms, as applicable (each, the “QFC Stay Terms”), the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. As used in this paragraph, the following terms shall have the following meanings:

Qualified Financial Contract. To the extent determined to be applicable under applicable law, the The parties agree that (i) to the extent that prior to the date hereof all both parties hereto have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a part of this Agreement and each other Loan DocumentConfirmation, and for such purposes this Agreement and each other Loan Document Confirmation shall be deemed a Protocol Covered Agreement and each party shall be deemed to have the same status as “Regulated Entity Entity” and/or “Adhering Party Party” as applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the parties have executed a separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated into and form a part of this Confirmation and each party shall be deemed to have the status of “Covered Entity” or “Counterparty Entity” (or other similar term) as applicable to it under the Bilateral Agreement; or (iiiii) if clause (i) does and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by the International Swaps and Derivatives Association (“ISDA”) ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at xxx.xxxx.xxx and and, a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of this Credit Agreement and each other Loan DocumentConfirmation, and for such purposes this Credit Agreement and each other Loan Document Confirmation shall each be deemed a “Covered Agreement,” each party that is a Regulated Entity Party A shall be deemed a “Covered Entity” and each party (whether or not it is a Regulated Entity) Party B shall be deemed a “Counterparty Entity.” with respect In the event that, after the date of this Confirmation, both parties hereto become adhering parties to each other party that is a Regulated Entitythe Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event of any inconsistencies between this Agreement or any other Loan Document Confirmation and the terms or of the Protocol Protocol, the Bilateral Agreement or the Bilateral Terms, as applicable Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. As used in For purposes of this paragraph, references to “this Confirmation” include any related credit enhancements entered into between the following terms shall have parties or provided by one to the following meanings:other.