Special Resolution Regime definition

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Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, THE SOUTHERN COMPANY By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Assistant Treasurer CONFIRMED AND ACCEPTED, as of the date first above written BofA SECURITIES, INC. By: /s/ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇ Title: Managing Director SCOTIA CAPITAL (USA) INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director & Head of U.S. Debt Origination ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President U.S. BANCORP INVESTMENTS, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory As Representatives of the Several Underwriters named in Schedule I hereto BofA Securities, Inc. $52,800,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 52,800,000 RBC Capital Markets, LLC 52,800,000 Scotia Capital (USA) Inc. 52,800,000 U.S. Bancorp Investments, Inc. 52,800,000 BBVA Securities Inc. 26,000,000 Intesa Sanpaolo IMI Securities Corp. 26,000,000 Loop Capital Markets LLC 24,000,000 Huntington Securities, Inc. 16,000,000 Academy Securities, Inc. 8,000,000 ▇▇▇▇▇▇▇ Capital Markets LLC 8,000,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC 8,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Services, Inc. 8,000,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Company, Inc. 8,000,000 Independence Point Securities LLC 4,000,000

Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters, the Company and each of the Selling Stockholders. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company and the Selling Stockholders for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Any person executing and delivering this Agreement as Attorney-in-Fact for a Selling Stockholder represents by so doing that he has been duly appointed as Attorney-in-Fact by such Selling Stockholder pursuant to a validly existing and binding Power-of-Attorney that authorizes such Attorney-in-Fact to take such action. Very truly yours, Leslie’s, Inc. By: Name: Title: The Selling Stockholders Bubbles Investor Aggregator, L.P. By: C8 Management, L.L.C. Its: General Partner By: Name: Title: Explorer Investment Pte Ltd. By: Name: Title: Leslie’s Inc. F/B/O/ Shareworks By: Name: Title: The Selling Stockholders not listed above By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ As Attorney-in-Fact acting on behalf of each of the Selling Stockholders named in Schedule II to this Agreement other than Bubbles Investor Aggregator, L.P., Explorer Investment Pte. Ltd. and Leslie’s Inc. F/B/O Shareworks. and By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ As Attorney-in-Fact acting on behalf of each of the Selling Stockholders named in Schedule II to this Agreement other than Bubbles Investor Aggregator, L.P., Explorer Investment Pte. Ltd. and Leslie’s Inc. F/B/O Shareworks. Accepted as of the date hereof ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC By: Name: Title: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC By: Name: Title: BofA Securities, Inc. By: Name: Title: On behalf of each of the Underwriters ▇▇▇▇▇▇▇ Sachs & Co. LLC [ • ] [ • ] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC [ • ] [ • ] BofA Securities, Inc. [ • ] [ • ] ▇▇▇▇▇▇▇▇▇ LLC [ • ] [ • ] Nomura Securities International, Inc. [ • ] [ • ] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated [ • ] [ • ] Guggenheim Se...

Examples of Special Resolution Regime in a sentence

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.
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.

More Definitions of Special Resolution Regime

Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Underwriting Agreement by signing in the space provided below. Very truly yours, WHIRLPOOL CORPORATION By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President and Treasurer [Signature Page to Underwriting Agreement] Accepted as of the date hereof. BNP PARIBAS SECURITIES CORP. CITIGROUP GLOBAL MARKETS INC. ▇▇▇▇▇▇▇ SACHS & CO. LLC MIZUHO SECURITIES USA LLC ▇▇▇▇▇ FARGO SECURITIES, LLC For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. By: BNP PARIBAS SECURITIES CORP. By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President By: MIZUHO SECURITIES USA LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Director [Signature Page to Underwriting Agreement] By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director BNP Paribas Securities Corp. $ 54,000,000 Citigroup Global Markets Inc. 54,000,000 ▇▇▇▇▇▇▇ Sachs & Co. LLC 54,000,000 Mizuho Securities USA LLC 54,000,000 ▇▇▇▇▇ Fargo Securities, LLC 54,000,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 12,000,000 BofA Securities, Inc. 4,500,000 MUFG Securities America Inc. 4,500,000 SMBC Nikko Securities America, Inc. 4,500,000 UniCredit Capital Markets LLC 4,500,000 Total $ 300,000,000

Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters, the Company and each of the Selling Stockholders. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company and the Selling Stockholders for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, By: Name: Title: By: BCP VII Holdings Manager L.L.C., its generalpartner By: Name: Title: By: Name: Title: Attorney-in-Fact Accepted as of the date hereof ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC By: Name: Title: ▇▇▇▇▇▇▇▇▇ LLC By: Name: Title: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: Name: Title: On behalf of each of the Underwriters ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC [____] [____] ▇▇▇▇▇▇▇▇▇ LLC [____] [____] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC [____] [____] Barclays Capital Inc. [____] [____] RBC Capital Markets, LLC [____] [____] UBS Securities LLC [____] [____] ▇▇▇▇▇ Fargo Securities, LLC [____] [____] ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. [____] [____] Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. [____] [____] Deutsche Bank Securities Inc. [____] [____] PJT Partners LP. [____] [____] Nomura Securities International, Inc. [____] [____] WR Securities, LLC [____] [____] BTIG, LLC [____] [____] ▇▇▇▇▇▇▇ & Company, LLC [____] [____] ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. [____] [____] Blackstone Securities Partners L.P. [____] [____] MUFG Securities Americas Inc. [____] [____] ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated [____] [____] LUMA Securities LLC [____] [____] ▇▇▇▇▇▇▇▇ Capital, LLC [____] [____] ▇▇▇▇▇▇▇ Capital Markets LLC [____] [____] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC [____] [____] Independence Point Securities LLC [____] [____] Tigress Financial Partners LLC [____] [____] Total [____] [____] The Company [____] [____] The Selling Stockholders: BCP Redbird Aggregator L.P. [____] [____] The Selling Stockholders:

Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. The principal amount of Offered Securities to be purchased by the Underwriters is set forth in Schedule A hereto, which is incorporated by reference as if set forth herein. The provisions of the Underwriting Agreement, as herein amended and modified, are incorporated herein by reference. In addition, the Republic hereby acknowledges and agrees that (i) the Underwriters are acting solely in the capacity of arm’s length contractual counterparty to the Republic in connection with the purchase and sale of the Offered Securities, including the determination of the offering price and the underwriting discount, and not as financial advisor or fiduciary to, or agents of, the Republic or any other person, (ii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Republic with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or is currently advising the Republic on other matters) or any other obligation to the Republic except the obligations expressly set forth in this Terms Agreement and the Underwriting Agreement and (iii) the Republic has consulted its own legal and financial advisors to the extent it deemed appropriate and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein. The Republic agrees that it will not claim that the Underwriters have rendered advisory services of any nature or in any respect, or owe a fiduciary or similar duty to the Republic, in connection with such transaction or the process leading thereto. Reference to the “Prospectus”, or to any amendment thereof or supplement thereto, in Section 7 of the Underwriting Agreement shall also be deemed to refer to the Time of Sale Information and any Issuer Free Writing Prospectus. For purposes of Section 7 of the Underwriting Agreement, paragraph (1) of the representations and warranties of the Republic set forth above under “Additional Representations and Warranties of the Republic,” paragraph (3) of the representations and warranties of the Republic set forth above under “Free Writing Prospectuses” and paragraph (4) under “Additional Conditions to the Obligations of the Underwriters” above, the onl...