Common use of Special Resolution Regimes Clause in Contracts

Special Resolution Regimes. (a) The Client agrees that the Lending Agent may, in order to comply with certain statutory special resolution regimes (“SRRs”): (i) amend and/or agree in the relevant Counterparty Agreement, any master repurchase agreement in relation to cash collateral invested into repos, this Agreement and any other agreement entered into by the Lending Agent on its behalf pursuant to this Agreement (the “Applicable Agreements”) to contractually acknowledge and agree to stays, overrides of default rights, early termination rights and potential bail-in of liabilities under the applicable SRR; (ii) adhere to any protocols published by the International Swaps and Derivatives Association, Inc. on your behalf, including the ISDA Resolution Stay Jurisdictional Modular Protocol and any Jurisdictional Modules thereto, (available at ▇▇▇▇▇://▇▇▇▇.▇▇▇▇.▇▇▇/functional- areas/protocol-management/protocol/24) with respect to the Applicable Agreements; and/or (iii) take any other action on your behalf that the Lending Agent, in its sole discretion, deems to be necessary to comply with the regulations promulgated with respect to any SRR. The parties further agree that: (i) the terms of each relevant Resolution Stay Protocol, as defined below, are incorporated by reference into and form part of this Agreement; (ii) this Agreement shall be deemed a “Protocol Covered Agreement” for all purposes under each relevant Resolution Stay Protocol as so incorporated; and (iii) for the purposes of incorporating each relevant Resolution Stay Protocol, each party shall be deemed to be an Adhering Party or Module Adhering Party, as applicable, and each party that has specified in a letter of adherence to a Resolution Stay Protocol that it is a Regulated Entity for the purposes of such Resolution Stay Protocol shall also be deemed to be a Regulated Entity for the purposes of such Resolution Stay Protocol and this Agreement. (b) For this purpose, the term “Resolution Stay Protocol” means (i) the ISDA 2018 US Resolution Stay Protocol (as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) on July 31, 2018) and (ii) each Jurisdictional Module to, and supplementing, the ISDA Resolution Stay Jurisdictional Modular Protocol, as applicable, in each case to which both parties have adhered (directly or through an agent) on or prior to the date hereof. In the event of any inconsistency between the terms of this Agreement and the terms of any relevant Resolution Stay Protocol, the terms of the relevant Resolution Stay Protocol shall prevail.