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

Recognition of U.S. Special Resolution Regimes. (a) In the event that the Underwriter is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from the 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 Underwriter is a Covered Entity or a BHC Act Affiliate (as defined below) of the 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 the 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 19, (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) “Covered Entity” means any of the following: (x) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (y) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), or (z) 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 (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of U.S. Special Resolution Regimes. (a) In the event that the Underwriter (i) any Manager, if it is a Covered Entity (as defined below) and Entity, becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below)Regime, then the transfer from the Underwriter such 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. States and (bii) In the event that the Underwriter any Manager, if it is a Covered Entity Entity, or a BHC Act Affiliate (as defined below) of the Underwriter such Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, then any Default Rights (as defined below) Right under this Agreement that may be exercised against the Underwriter are such Manager is permitted to be exercised to no greater extent than such Default Rights Right 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 1921, (i1) the term 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); , (ii2) “Covered Entity” means any of the following: (xA) a “covered entity” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b)), (yB) a “covered bank” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), ) or (zC) a “covered FSI” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); ), (iii3) “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 (iv4) “U.S. Special Resolution Regime” means each of (xA) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (yB) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of U.S. Special Resolution Regimes. (a) In the event any party to this Agreement that the Underwriter is a Covered Entity (as defined below) and Party becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below)Regime, the transfer from the Underwriter such party of this Agreement, Agreement (and any interest and obligation in or under under, and any property securing, 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 Underwriter any party to this Agreement that is a Covered Entity Party or a any BHC Act Affiliate (as defined below) of the Underwriter such party becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined below) Right under this Agreement that may be exercised against the Underwriter are such party is permitted to be exercised to no greater extent than such Default Rights Right 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 19, (i) the term Regime. “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” Party“ means any party to this Agreement that is one of the following: (xi) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § §252.82(b), ; (yii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R. Part 47 applies in accordance with 12 C.F.R. §47.3(b); or (ziii) 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 (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of U.S. Special Resolution Regimes. (a) In the event that the any Underwriter that is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from the 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. (b) In the event that the any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of the such 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 the 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. (c) For purposes of this Section 19, (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. § Sec. 1841(k); (ii) “Covered Entity” means any of the following: (x) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § Sec. 252.82(b), (y) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § Sec. 47.3(b), or (z) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § Sec. 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. §§ Sec.Sec. 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of U.S. Special Resolution Regimes. (a) In the event that the (a) any Underwriter that is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below)Regime, the transfer from the 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. States and (b) In the event any Underwriter that the Underwriter is a Covered Entity or a BHC Act Affiliate (as defined below) of the such 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 the 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. (c) . For purposes of this Section 1918, (i) the term 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: (xA) a “covered entity” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b)), (yB) a “covered bank” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), ) or (zC) 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 (xA) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (yB) 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, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, EVERGY KANSAS CENTRAL, INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Chief Accounting Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. BNY MELLON CAPITAL MARKETS, LLC MUFG SECURITIES AMERICAS INC. PNC CAPITAL MARKETS LLC TRUIST SECURITIES, INC. Acting as Representatives of the several Underwriters named in Schedule A hereto. By: BNY Mellon Capital Markets, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director By: MUFG Securities Americas Inc. By: /s/ Xxx Xxxxxxxxxxxx Name: Xxx Xxxxxxxxxxxx Title: Managing Director By: PNC Capital Markets LLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Associate By: Truist Securities, Inc. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director BNY Mellon Capital Markets, LLC $ 69,750,000 MUFG Securities Americas Inc. $ 69,750,000 PNC Capital Markets LLC $ 69,750,000 Truist Securities, Inc. $ 69,750,000 Academy Securities, Inc. $ 10,500,000 Loop Capital Markets LLC $ 10,500,000 Total $ 300,000,000

Recognition of U.S. Special Resolution Regimes. (a) In the event that the (a) any Underwriter that is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below)Regime, the transfer from the 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. States and (b) In the event any Underwriter that the Underwriter is a Covered Entity or a BHC Act Affiliate (as defined below) of the such 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 the 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. (c) . For purposes of this Section 1918, (i) the term 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: (xA) a “covered entity” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b)), (yB) a “covered bank” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), ) or (zC) 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 (xA) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (yB) 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, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, EVERGY METRO, INC. By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Vice President, Corporate Planning and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. BOFA SECURITIES, INC X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC Acting as Representatives of the several Underwriters named in Schedule A hereto. By: BofA Securities, Inc. By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Managing Director By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Executive Director BofA Securities, Inc. $ 93,000,000 X.X Xxxxxx Securities LLC. $ 93,000,000 Xxxxxx Xxxxxxx & Co. LLC $ 93,000,000 Academy Securities, Inc. $ 10,500,000 MFR Securities, Inc. $ 10,500,000 Total $ 300,000,000

Recognition of U.S. Special Resolution Regimes. (a) In the event that the (a) any Underwriter that is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below)Regime, the transfer from the 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. States and (b) In the event any Underwriter that the Underwriter is a Covered Entity or a BHC Act Affiliate (as defined below) of the such 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 the 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. (c) . For purposes of this Section 1918, (i) the term 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: (xA) a “covered entity” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b)), (yB) a “covered bank” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), ) or (zC) 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 (xA) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (yB) 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, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, EVERGY KANSAS CENTRAL, INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President – Corporate Planning, Investor Relations and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. MUFG SECURITIES AMERICAS INC. U.S. BANCORP INVESTMENTS, INC. XXXXX FARGO SECURITIES, LLC Acting as Representatives of the several Underwriters named in Schedule A hereto. By: MUFG Securities Americas Inc. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director By: U.S. Bancorp Investments, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Director By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director MUFG Securities Americas Inc. $ 150,000,000 U.S. Bancorp Investments, Inc. $ 150,000,000 Xxxxx Fargo Securities, LLC. $ 150,000,000 MFR Securities, Inc. $ 16,667,000 Xxxxxx X. Xxxxxxx & Company, Inc. $ 16,667,000 Xxxxxxx Xxxxxxxx Shank & Co., LLC $ 16,666,000 Total $ 500,000,000

Recognition of U.S. Special Resolution Regimes. (a) In the event that the (a) any Underwriter that is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below)Regime, the transfer from the 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. States and (b) In the event any Underwriter that the Underwriter is a Covered Entity or a BHC Act Affiliate (as defined below) of the such 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 the 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. (c) . For purposes of this Section 1918, (i) the term 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: (xA) a “covered entity” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b)), (yB) a “covered bank” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), ) or (zC) 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 (xA) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (yB) 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, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, EVERGY METRO, INC. By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Vice President, Corporate Planning and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. MUFG SECURITIES AMERICAS INC. PNC CAPITAL MARKETS LLC REGIONS SECURITIES LLC TRUIST SECURITIES, INC. Acting as Representatives of the several Underwriters named in Schedule A hereto. By: MUFG Securities Americas Inc. By: /s/ Xxx Xxxxxxxxxxxx Name: Xxx Xxxxxxxxxxxx Title: Managing Director By: PNC Capital Markets LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director By: Regions Securities LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director By: Truist Securities, Inc. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Authorized Signatory MUFG Securities Americas Inc. $ 70,500,000 PNC Capital Markets LLC $ 70,500,000 Regions Securities LLC $ 70,500,000 Truist Securities, Inc. $ 70,500,000 Xxxxxx X. Xxxxxxx & Company, Inc. $ 9,000,000 UMB Financial Services, Inc. $ 9,000,000 Total $ 300,000,000