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

Recognition of U.S. Special Resolution Regimes. In the event that any Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent 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. In the event that any Agent that is a Covered Entity or a BHC Act Affiliate of such Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such 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 were governed by the laws of the United States or a state of the United States. As used in this Section, the following terms have the respective meanings set forth below: (i) “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 (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 Rights” 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 of 1950, as amended, and the regulations promulgated thereunder and (y) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder.

Recognition of U.S. Special Resolution Regimes. In the event that any Agent Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent 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 obligationobligation in or under this Agreement, were governed by the laws of the United States or a state of the United States. In the event that any Agent Underwriter that is a Covered Entity or a BHC Act Covered Affiliate of any such Agent Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent 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, the following terms have the respective meanings set forth belowsection: (i) “BHC Act Covered 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 RightsRight” 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 (xi) the U.S. Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated thereunder and (yii) Title II of the XxxxU.S. Dxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder.

Recognition of U.S. Special Resolution Regimes. In the event that any Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent 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. In the event that any Agent that is a Covered Entity or a BHC Act Affiliate of such Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such 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 were governed by the laws of the United States or a state of the United States. As used in this Section, the following terms have the respective meanings set forth below: (i) “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 (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 Rights” 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 of 1950, as amended, and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder.

Recognition of U.S. Special Resolution Regimes. In the event that (a) any Agent Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent 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. In the event that States and (b) any Agent Underwriter that is a Covered Entity or a BHC Act Affiliate of such Agent Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent 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 For purposes of this SectionSection 18, the following terms have the respective meanings set forth below: (i) 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 (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 RightsRight” 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 of 1950, as amended, and the regulations promulgated thereunder and (yB) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended, 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 SCHEDULE A Underwriters Aggregate Principal Amount of Bonds to be Purchased 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 ANNEX I LIST OF ISSUER GENERAL USE FREE WRITING PROSPECTUSES

Recognition of U.S. Special Resolution Regimes. In the event that (i) any Agent that Manager, if it is a Covered Entity Entity, becomes subject to a proceeding under a U.S. Special Resolution Regime, then the transfer from such Agent 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. In the event that States and (ii) any Agent that Manager, if it is a Covered Entity Entity, or a BHC Act Affiliate of such Agent Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, then any Default Rights Right under this Agreement that may be exercised against such Agent are 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. As used in For purposes of this SectionSection 21, the following terms have the respective meanings set forth below: (i1) 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 (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 RightsRight” 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 of 1950, as amended, and the regulations promulgated thereunder and (yB) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder.

Recognition of U.S. Special Resolution Regimes. In the event that any Agent Manager or Forward Seller that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, (i) the transfer from such Agent Manager or Forward 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. In the event that any Agent that is a Covered Entity or a BHC Act Affiliate of such Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, States and (ii) Default Rights under this Agreement that may be exercised against such Agent Manager or Forward 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 States For purposes of this SectionSection 13, the following terms have the respective meanings set forth below: (iA) 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); , (iiB) “Covered Entity” means any of (x1) a “covered entity” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b)), (y2) a “covered bank” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), ) or (z3) a “covered FSI” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); ), (iiiC) “Default RightsRight” 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 (ivD) “U.S. Special Resolution Regime” means each of (x1) the Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated thereunder and (y2) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder.

Recognition of U.S. Special Resolution Regimes. In the event that (a) any Agent Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent 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. In the event that States and (b) any Agent Underwriter that is a Covered Entity or a BHC Act Affiliate of such Agent Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent 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 For purposes of this SectionSection 18, the following terms have the respective meanings set forth below: (i) 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 (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 RightsRight” 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 of 1950, as amended, and the regulations promulgated thereunder and (yB) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended, 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 SCHEDULE A Underwriters Aggregate Principal Amount of Bonds to be Purchased 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 ANNEX I LIST OF ISSUER GENERAL USE FREE WRITING PROSPECTUSES

Recognition of U.S. Special Resolution Regimes. In the event that (a) any Agent Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent 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. In the event that States and (b) any Agent Underwriter that is a Covered Entity or a BHC Act Affiliate of such Agent Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent 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 For purposes of this SectionSection 18, the following terms have the respective meanings set forth below: (i) 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 (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 RightsRight” 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 of 1950, as amended, and the regulations promulgated thereunder and (yB) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended, 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 SCHEDULE A Underwriters Aggregate Principal Amount of Mortgage Bonds to be Purchased 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 ANNEX I LIST OF ISSUER GENERAL USE FREE WRITING PROSPECTUSES

Recognition of U.S. Special Resolution Regimes. In the event that (a) any Agent Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent 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. In the event that States and (b) any Agent Underwriter that is a Covered Entity or a BHC Act Affiliate of such Agent Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent 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 For purposes of this SectionSection 18, the following terms have the respective meanings set forth below: (i) 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 (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 RightsRight” 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 of 1950, as amended, and the regulations promulgated thereunder and (yB) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended, 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 SCHEDULE A Underwriters Aggregate Principal Amount of Mortgage Bonds to be Purchased 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 ANNEX I LIST OF ISSUER GENERAL USE FREE WRITING PROSPECTUSES