Common use of Recognition of the U.S. Special Resolution Regime Clause in Contracts

Recognition of the U.S. Special Resolution Regime. (a) In the event that the Agent is a Covered Entity that becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that the Agent is a Covered Entity and such Agent, or a BHC Act Affiliate of such Agent, becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 23, (i) “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); (ii) “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “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; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regime. (a) In the event that the Agent any Underwriter that is a Covered Entity that becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that the Agent any Underwriter that is a Covered Entity and such Agent, or a BHC Act Affiliate of such Agent, Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2317, (i) a “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); (ii) . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “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; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regime. (a) In the event that the Agent that is a Covered Entity that becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that the Agent that is a Covered Entity and such Agent, or a BHC Act Affiliate of such Agent, Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 23, (i) 22: “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); (ii) “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “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; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regime. (a) In the event that the Agent any Underwriter that is a Covered Entity that becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that the Agent any Underwriter that is a Covered Entity and such Agent, or a BHC Act Affiliate of such Agent, Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 23, (i) a “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); (ii) . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “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; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Very truly yours, Insulet Corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President, Secretary and General Counsel Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President By: /s/Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director Representatives: Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Registration Statement File No.: 333-238195 Time of Sale Prospectus 1. Prospectus dated May 12, 2020 relating to the Shelf Shares

Recognition of the U.S. Special Resolution Regime. (a) a. In the event that the any Agent or any Forward Purchaser that is a Covered Entity that becomes subject to a proceeding under a U.S. Special Resolution RegimeRegime (as defined below), the transfer from such Agent or such Forward Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) b. In the event that the any Agent or any Forward Purchaser that is a Covered Entity and such Agent, or a BHC Act Affiliate (as defined below) of such Agent, Agent or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Agent or such Forward Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) c. For purposes of this Section 23, 25: (ia) a “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); (iib) “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiic) “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; and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regime. (a) In the event that the Agent any Underwriter that is a Covered Entity that becomes subject to a proceeding under a U.S. Special Resolution RegimeRegime (as defined below), the transfer from such Agent Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that the Agent any Underwriter that is a Covered Entity and such Agent, or a BHC Act Affiliate (as defined below) of such Agent, Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Agent Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 23, 12: (ia) a “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); (iib) “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiic) “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; and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regime. (a) In the event that the Agent any Underwriter that is a Covered Entity that becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United StatesRegime. (b) In the event that the Agent any Underwriter that is a Covered Entity and such Agent, or a BHC Act Affiliate of such Agent, Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United StatesRegime. (c) For purposes purpose of this Section 2312, (i) the term “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); (ii) the term “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) the term “Default RightRights” 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; and (iv) the term “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regime. (a) In the event that the Agent any Manager that is a Covered Entity that (as defined below) becomes subject to a proceeding under a U.S. Special Resolution RegimeRegime (as defined below), the transfer from such Agent Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that the Agent any Manager that is a Covered Entity and such Agent, or a BHC Act Affiliate (as defined below) of such Agent, Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Agent Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 23, 22: (i) a “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); (ii) “Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Cz) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “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; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. References herein to information or matters “set forth,” “disclosed,” “contained” or words of similar import in the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus include information or matters incorporated by reference therein. If the foregoing correctly sets forth the understanding among the Partnership and the Managers, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Partnership and the Managers. Alternatively, the execution of this Agreement by the Partnership and its acceptance by or on behalf of the Managers may be evidenced by an exchange of telegraphic or other written communications. Very truly yours, ENTERPRISE PRODUCTS PARTNERS L.P. By: Enterprise Products Holdings LLC, its general partner By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: Executive Vice President - Finance and Sustainability and Treasurer ACCEPTED as of the date first above written Citigroup Global Markets Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Barclays Capital Inc. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director BBVA Securities Inc. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director BMO Capital Markets Corp. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director BofA Securities, Inc. By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Managing Director Credit Agricole Securities (USA) Inc. By: /s/ Xxxx-Xxxx Xxxxxx Name: Xxxx-Xxxx Xxxxxx Title: Head of Investment Banking By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director Deutsche Bank Securities Inc. By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Director By: /s/ Xxxxx Xxx-Xxxxxx Name: Xxxxx Xxx-Xxxxxx Title: Director X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director Mizuho Securities USA LLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Vice President MUFG Securities Americas Inc. By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director RBC Capital Markets, LLC By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Managing Director Scotia Capital (USA) Inc. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director SG Americas Securities, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director TD Securities (USA) LLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Truist Securities, Inc. By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Director Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director 1. Each of the General Partner, the Partnership, EPO and EPOGP is validly existing in good standing as a limited liability company, limited partnership or corporation, as applicable, under the laws of the State of Delaware or the State of Texas, as the case may be, for the jurisdiction in which such entity was incorporated or formed.

Recognition of the U.S. Special Resolution Regime. (a) In the event that the any Agent or Forward Purchaser that is a Covered Entity that becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent or Forward Purchaser, as the case may be, of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) . In the event that the any Agent or Forward Purchaser that is a Covered Entity and such Agent, or a BHC Act Affiliate of such Agent, party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) . For purposes of this Section 2319, (i) a “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); (ii) . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “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; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Agents, the Forward Purchasers and the Company in accordance with its terms. Very truly yours, Realty Income Corporation By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Executive Vice President, Chief Administrative Officer, General Counsel and Secretary Mizuho Securities USA LLC, RBC Capital Markets, LLC, As Agent As Agent By: /s/ Xxxxxxx FX Xxxxx By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxx FX Xxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Managing Director Title: Managing Director BB&T Capital Markets, a division of RBC Capital Markets, LLC, BB&T Securities, LLC, As agent for Royal Bank of Canada, As Agent As Forward Purchaser By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxx Xxxxx Name: Xxxx Xxxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Managing Director Xxxxxx, Xxxxxxxx & Company, Incorporated, BofA Securities, Inc., As Agent As Agent By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director Title: Managing Director, Investment Banking Xxxxx Fargo Securities, LLC, Bank of America, N.A., As Agent As Forward Purchaser By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director Title: Managing Director Xxxxx Fargo Bank, National Association, Xxxxxx X. Xxxxx & Co. Incorporated, As Forward Purchaser As Agent By: /s/ Xxxxxx Xxxxx By: /s/ Xxxx Xxxxxxxxxx Name: Xxxxxx Xxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director Title: Managing Director - ECM Desk Barclays Capital Inc., The Bank of New York Mellon, As Agent As Forward Purchaser By: /s/ Xxxxxxxx Xxxxxxxxxx By: /s/ Xxx Xxxxx Name: Xxxxxxxx Xxxxxxxxxx Name: Xxx Xxxxx Title: Managing Director Title: Managing Director Barclays Bank PLC, By: /s/ Xx XxXxxx As Forward Purchaser Name: Xx XxXxxx Title: Managing Director By: /s/ Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Managing Director

Recognition of the U.S. Special Resolution Regime. (a) In the event that the Agent any Underwriter that is a Covered Entity that becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) . In the event that the Agent any Underwriter that is a Covered Entity and such Agent, or a BHC Act Affiliate of such Agent, Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) . For purposes of this Section 2313, (i) a “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); (ii) . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “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; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.