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

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales Agent, any Forward Seller or any Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales Agent, such Forward Seller 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) In the event that any Sales Agent, any Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales Agent, such Forward Seller or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent, such Forward Seller 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.

Recognition of the U.S. Special Resolution Regimes. (a) At the request of the Sales Agent, the Company consents and agrees that: (i) In the event that any the Sales Agent, any Forward Seller or any Forward Purchaser that if it is a Covered Entity Entity, becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such the Sales Agent, such Forward Seller or such Forward Purchaser Agent of this Agreement or any Terms Agreement, and any interest and obligation in or under this Agreement or any Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement or such Terms Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (bii) In the event that any the Sales Agent, any Forward Seller or any Forward Purchaser that if it is a Covered Entity Entity, or a BHC Act Affiliate of such the Sales Agent, such Forward Seller or such Forward Purchaser if the Sales Agent is a Covered Entity, becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement or any Terms Agreement that may be exercised against such the Sales Agent, such Forward Seller or such Forward Purchaser 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 or such Terms Agreement were governed by the laws of the United States or a state of the United States. (iii) For purposes of this Section 14, the following terms have the meaning specified below:

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales Agentthe Manager, any Forward Seller or any Forward Purchaser that is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales Agentthe Manager, such Forward Seller 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) In the event that any Sales Agentthe Manager, any Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales Agentthe Manager, such Forward Seller or such Forward Purchaser and becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agentthe Manager, such Forward Seller 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.. As used in this Section 15:

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales AgentUnderwriter, any Forward Seller or any Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales AgentUnderwriter, such Forward Seller 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) In the event that any Sales AgentUnderwriter, any Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales AgentUnderwriter, such Forward Seller or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales AgentUnderwriter, such Forward Seller 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales the Agent, any the Forward Seller or any the Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales the Agent, such the Forward Seller or such the 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) In the event that any Sales the Agent, any the Forward Seller or any the Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales the Agent, such the Forward Seller or such the Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales the Agent, such the Forward Seller or such the 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any a Sales Agent, any a Forward Seller or any a Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution RegimeRegime (as defined herein), the transfer from such Sales Agent, such Forward Seller 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) In the event that any a Sales Agent, any a Forward Seller or any a Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined herein) of such Sales Agent, such Forward Seller or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined herein) under this Agreement that may be exercised against such Sales Agent, such Forward Seller 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales AgentUnderwriter, any the Forward Purchaser or the Forward Seller or any Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales AgentUnderwriter, such the Forward Purchaser or the Forward Seller 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) In the event that any Sales AgentUnderwriter, any the Forward Purchaser or the Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales AgentUnderwriter, such Forward Purchaser or Forward Seller or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales AgentUnderwriter, such Forward Purchaser or Forward Seller 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales AgentUnderwriter, any the Forward Seller or any the Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales AgentUnderwriter, such the Forward Seller or such the 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) In the event that any Sales AgentUnderwriter, any the Forward Seller or any the Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales AgentUnderwriter, such the Forward Seller or such the Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales AgentUnderwriter, such the Forward Seller or such the 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales Agenta Manager, any a Forward Purchaser, or a Forward Seller or any Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales Agent, such Forward Seller or such Forward Purchaser party that is a Covered Entity 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 any Sales Agenta Manager, any a Forward Purchaser, or a Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales Agentthe Manager, such the Forward Purchaser, or the Forward Seller or such Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights under this Agreement that may be exercised against such Sales Agent, such Forward Seller or such Forward Purchaser party that is a Covered Entity 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales AgentUnderwriter, any Forward Seller Purchaser or any Forward Purchaser Seller that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales AgentUnderwriter, such Forward Seller Purchaser or such Forward Purchaser Seller 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 any Sales AgentUnderwriter, any Forward Seller Purchaser or any Forward Purchaser Seller that is a Covered Entity or a BHC Act Affiliate of such Sales AgentUnderwriter, such Forward Seller Purchaser or such Forward Purchaser Seller becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales AgentUnderwriter, such Forward Seller or Purchaser and such Forward Purchaser Seller 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.. As used in this Section 18:

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales Agentthe Underwriter, any the Forward Seller or any the Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales Agent, such Forward Seller or such Forward Purchaser party that is a Covered Entity 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 any Sales Agentthe Underwriter, any the Forward Seller or any the Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales Agentthe Underwriter, such the Forward Seller or such the Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights under this Agreement that may be exercised against such Sales Agent, such Forward Seller or such Forward Purchaser party that is a Covered Entity 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales Agent, any Forward Purchaser or Forward Seller or any Forward Purchaser that is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution RegimeRegime (as defined below), the transfer from such Sales Agent, such Forward Purchaser or Forward Seller 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) In the event that any Sales Agent, any Forward Purchaser or Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Sales Agent, such Forward Seller or such Forward Purchaser the Agent 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 Sales any Agent, such Forward Purchaser or Forward Seller 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) As used in this Section 23:

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales Agent, any Forward Seller or any Forward Purchaser that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales Agent, such Forward Seller 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. (ba) In the event that any Sales Agent, any Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Sales Agent, such Forward Seller or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent, such Forward Seller 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. (b) For purposes of this Section 18:

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales Agent, any Forward Seller or any Forward Purchaser that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution RegimeRegime (as defined below), the transfer from such Sales Agent, such Forward Seller 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) . In the event that any Sales Agent, any Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Sales Agent, such Forward Seller 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 Sales Agent, such Forward Seller 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.. “

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales Agent, any Alternative Sales Agents, Forward Seller or any Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales Agent, such Alternative Sales Agents, Forward Seller 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) In the event that any Sales Agent, any Alternative Sales Agents, Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales Agent, such Alternative Sales Agents, Forward Seller or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent, such Alternative Sales Agents, Forward Seller 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales Agentthe Manager, any the Forward Seller or any the Forward Purchaser that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution RegimeRegime (as defined below), the transfer from such Sales AgentManager, such Forward Seller 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. (ba) In the event that any Sales Agentthe Manager, any the Forward Seller or any the Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Sales AgentManager, such Forward Seller 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 Sales AgentManager, such Forward Seller 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.. As used in this Section 17:

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales the Agent, any the Forward Seller or any the Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales the Agent, such the Forward Seller or such the 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) In the event that any Sales the Agent, any the Forward Seller or any the Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales the Agent, such the Forward Seller or such the Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales the Agent, such the Forward Seller or such the 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales AgentUnderwriter, any Forward Seller or any Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales AgentUnderwriter, such Forward Seller 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) . In the event that any Sales AgentUnderwriter, any Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales AgentUnderwriter, such Forward Seller or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales AgentUnderwriter, such Forward Seller 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales Agentthe Underwriter, any the Forward Purchaser or the Forward Seller or any Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales Agentthe Underwriter, such the Forward Purchaser or the Forward Seller 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) In the event that any Sales Agentthe Underwriter, any the Forward Purchaser or the Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales Agentthe Underwriter, such the Forward Purchaser or the Forward Seller or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agentthe Underwriter, such the Forward Purchaser or the Forward Seller 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) As used in this Section 22:

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales Agent, any Forward Seller or any Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales Agent, such Forward Seller 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) . In the event that any Sales Agent, any Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales Agent, such Forward Seller or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent, such Forward Seller 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales AgentJoint Sponsors, any Forward Seller Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers or any Forward Purchaser Hong Kong Underwriters that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales Agent, such Forward Seller or such Forward Purchaser party 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 any Sales AgentJoint Sponsors, any Forward Seller Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers or any Forward Purchaser Hong Kong Underwriter that is a Covered Entity or a BHC Act Affiliate of such Sales Agent, such Forward Seller or such Forward Purchaser party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent, such Forward Seller or such Forward Purchaser 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales Agentof the Agents, any Forward Seller Purchasers or any Forward Purchaser that Sellers is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales an Agent, such Forward Purchaser or Forward Seller 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) In the event that any Sales Agentof the Agents, any Forward Seller Purchasers or any Forward Purchaser that Sellers is a Covered Entity or a BHC Act Affiliate of such Sales Agentany of the Agents, such Forward Seller Purchasers or such Forward Purchaser Sellers becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agentthe Agents, such Forward Seller Purchasers or such Forward Purchaser Sellers 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales AgentUnderwriter, any Forward Seller or any Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales AgentUnderwriter, such Forward Seller or such 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 any Sales AgentUnderwriter, any Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales AgentUnderwriter, such Forward Seller or such Forward Purchaser (as the case may be) becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales AgentUnderwriter, such Forward Seller or such Forward Purchaser (as the case may be) 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales AgentUnderwriter, any the Forward Purchaser or the Forward Seller or any Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales AgentUnderwriter, such Forward Purchaser or Forward Seller 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) In the event that any Sales AgentUnderwriter, any the Forward Purchaser or the Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales AgentUnderwriter, such Forward Purchaser or Forward Seller or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales AgentUnderwriter, such Forward Purchaser or Forward Seller 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales AgentUnderwriter, any either Forward Purchaser or either Forward Seller or any Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales AgentUnderwriter, such Forward Seller Purchaser or such Forward Purchaser Seller 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 any Sales AgentUnderwriter, any either Forward Purchaser or either Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales AgentUnderwriter, such Forward Seller Purchaser or such Forward Purchaser Seller becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales AgentUnderwriter, such Forward Seller or Purchaser and such Forward Purchaser Seller 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.. As used in this Section 18:

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales Agent, any Forward Seller the Agent or any the Forward Purchaser that is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales Agent, such Forward Seller the Agent or such the Forward Purchaser of this Agreement or any Terms Agreement, and any interest and obligation in or under this Agreement or any Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement or any Terms 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 any Sales Agent, any Forward Seller the Agent or any the Forward Purchaser that is a Covered Entity and it or a BHC Act Affiliate of such Sales Agent, such Forward Seller the Agent or such the Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement or any Terms Agreement that may be exercised against such Sales Agent, such Forward Seller the Agent or such the 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 or any Terms Agreement were governed by the laws of the United States or a state of the United States.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales AgentUnderwriter, any the Forward Purchaser or the Forward Seller or any Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales AgentUnderwriter, such the Forward Purchaser or the Forward Seller 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) In the event that any Sales AgentUnderwriter, any the Forward Purchaser or the Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales AgentUnderwriter, such the Forward Purchaser or the Forward Seller or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales AgentUnderwriter, such the Forward Purchaser or the Forward Seller 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) As used in this Section 22:

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales AgentUnderwriter, any Forward Seller Purchaser or any Forward Purchaser Seller that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales AgentUnderwriter, such Forward Seller Purchaser or such Forward Purchaser Seller 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 any Sales AgentUnderwriter, any Forward Seller Purchaser or any Forward Purchaser Seller that is a Covered Entity or a BHC Act Affiliate of such Sales AgentUnderwriter, such Forward Seller Purchaser or such Forward Purchaser Seller becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales AgentUnderwriter, such Forward Seller Purchaser or such Forward Purchaser Seller 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales the Agent, any the Forward Seller or any the Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales Agent, such Forward Seller 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) In the event that any Sales the Agent, any the Forward Seller or any the Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales Agent, such Forward Seller or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent, such Forward Seller 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.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Sales the Agent, any Forward Purchaser or Forward Seller or any Forward Purchaser that is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Sales Agent, such Forward Purchaser or Forward Seller or such Forward Purchaser of this Agreement or any Terms Agreement, and any interest and obligation in or under this Agreement or any Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement or any Terms 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 any Sales the Agent, any Forward Purchaser or Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Sales Agent, such Forward Purchaser or Forward Seller or such Forward Purchaser and becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement or any Terms Agreement that may be exercised against such Sales Agent, such Forward Purchaser or Forward Seller 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 or any Terms Agreement were governed by the laws of the United States or a state of the United States.. As used in this Section 18: