Supported QFC. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any other agreement or instrument that is a “qualified financial contract” (as defined and interpreted pursuant to 12 U.S.C. 5390(c)(8)(D), a “QFC” with any such support being a “QFC Credit Support” and each such QFC being a “Supported QFC”) and a Covered Person that is party to a Supported QFC (each a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under a U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States notwithstanding any governing law provisions to the contrary set forth elsewhere in the Loan Documents. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered 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 the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. As used herein, the following terms have the following meanings: (a) “BHC Act Affiliate” means an “affiliate”(as such term is defined and 97 Five Point Operating Company, LP
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Supported QFC. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any other agreement or instrument that is a “qualified financial contract” (as defined and interpreted pursuant to 12 U.S.C. 5390(c)(8)(D), a “QFC” with any such support being a “QFC Credit Support” and each such QFC being a “Supported QFC”) and a Covered Person that is party to a Supported QFC (each a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under a U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States notwithstanding any governing law provisions to the contrary set forth elsewhere in the Loan Documents. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered 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 the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. As used herein, the following terms have the following meanings: (a) “BHC Act Affiliate” means an “affiliate”(as such term is defined and 97 Five Point Operating Companyinterpreted pursuant to 12 U.S.C. 1841(k)); (b) “Covered Person” means any of the following: (i) a “covered entity” as that term is defined and interpreted pursuant to 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined and interpreted pursuant to 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined and interpreted pursuant to 12 C.F.R. § 382.2(b), LP(c) “Default Rights” means as defined and interpreted pursuant to 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (d) “U.S. Special Resolution Regimes” means the resolution powers and regimes of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, together with the regulations promulgated thereunder, all as may be amended or otherwise modified from time to time.” Notwithstanding the foregoing, as of this Agreement, the Loan Documents do not provide support, through a guarantee or otherwise, for any Swap Contracts. IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first set forth above.
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