989-7980, with a copy (which shall not constitute notice hereunder) to Cravath, Swaine & Moore LLP, Two Manhattan West, 375 Ninth Avenue, New
York, NY 10001, Attention: Andrew J. Pitts, Esq. and C. Daniel Haaren, Esq.; and if to the Selling Stockholders shall be delivered, mailed or sent to Apollo Management VIII, L.P, 9 West 57th Street, 42nd Floor, New York, NY 10019, Attention: General
Counsel, with a copy (which shall not constitute notice hereunder) to Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019, Attention: Gregory A. Ezring, Esq. and Christodoulos Kaoutzanis, Esq.
22. Recognition of the U.S. Special Resolution Regimes.
(i) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer from such 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.
(ii) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a
proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such 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.
As used in
this Section 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).
Covered Entity means any of the
following:
(i) a covered entity as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 252.82(b);
(ii) a covered bank as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 47.3(b); or
(iii) a covered FSI as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 382.2(b).
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.
U.S. Special
Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated
thereunder.
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