Common use of Appointment as Agents Clause in Contracts

Appointment as Agents. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, upon receipt of instructions from the Bank, to act as agent of the Bank and to use its reasonable efforts to solicit and receive offers to purchase a particular Note or Notes from the Bank upon the terms and conditions set forth in the Time of Sale Information and the Prospectus as amended or supplemented from time to time. Each Agent shall solicit offers to purchase only Notes having such terms, and shall solicit such offers only during such periods, as the Bank shall instruct such Agent. The appointment of the Agents hereunder is not exclusive and the Bank may from time to time offer Notes for sale otherwise than to or through an Agent. It is understood that if from time to time the Bank is approached by a prospective agent offering to solicit a specific purchase of Notes, the Bank may enter into an agreement with such agent with respect to such specific purchase upon such terms as the Bank and such agent may agree. These provisions shall not limit Section 5(f) hereof or any similar provision included in any Terms Agreement. Procedural details relating to the issue and delivery of Notes, the solicitation of offers to purchase Notes and the payment in each case therefor shall be as set forth in the Administrative Procedures Memorandum attached hereto as Annex II as it may be amended from time to time by written agreement between the Agents and the Bank (the “Administrative Procedures”). The provisions of the Administrative Procedures (except as otherwise stated in the applicable Terms Agreement) shall apply to all transactions contemplated hereunder. Each of the Agents and the Bank agree to perform the respective duties and obligations specifically provided to be performed by each of them in the Administrative Procedures. The Bank will deliver to the Trustee a copy of the Administrative Procedures as from time to time in effect. The Bank reserves the right, in its sole discretion, at any time when the Bank has instructed any Agent to solicit offers to purchase the Notes, to instruct such Agent to suspend, for any period of time or permanently, the solicitation of offers to purchase the Notes. As soon as practicable, but in any event not later than the close of business in New York City on the day (which shall be, for the avoidance of doubt, a business day) of receipt of notice from the Bank, such Agent will suspend solicitation of offers to purchase Notes from the Bank until such time as the Bank has instructed such Agent to resume such solicitation. During such period, the Bank shall not be required to comply with the provisions of Sections 5(h), 5(i), 5(j), 5(k) and 5(l) with regard to such Agent. Upon advising such Agent that such solicitation may be resumed, however, the Bank shall simultaneously provide the documents (if any) required to be delivered by Sections 5(h), 5(i), 5(j), 5(k) and 5(l), and such Agent shall have no obligation to solicit offers to purchase the Notes until such documents have been received by such Agent. In addition, any failure by the Bank to comply with its obligations hereunder, including its obligations to deliver the documents required by Sections 5(h), 5(i), 5(j), 5(k) and 5(l), with regard to any Agent shall automatically terminate such Agent’s obligations hereunder, including its obligations to solicit offers to purchase the Notes hereunder as agent or to purchase Notes hereunder as principal. The Bank agrees to pay each Agent a commission, at the time of settlement of any sale of a Note by the Bank as a result of a solicitation made by such Agent, in an amount equal to between 0.0% and 2.0% of the principal amount of such Note sold, depending upon the stated maturity of such Note, or in such other amount as may be agreed between the Agent and the Bank and as set forth on the cover page of the applicable Pricing Supplement. (b) Each sale of Notes by the Bank to any Agent as principal shall be made in accordance with the terms of this Agreement and (unless the Bank and such Agent shall otherwise agree) the applicable Terms Agreement which will provide for the sale of such Notes by the Bank to, and the purchase thereof by, such Agent; such Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by such Agent; the commitment of any Agent to purchase Notes as principal, whether pursuant to any Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Bank herein contained and shall be subject to the terms and conditions herein set forth; each Terms Agreement shall specify the principal amount of Notes to be purchased by any Agent pursuant thereto, the price to be paid to the Bank for such Notes, any provisions relating to rights of, and default by, underwriters acting together with such Agent in the reoffering of the Notes and the time and date and place of delivery of and payment for such Notes; such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 5 hereof and such Terms Agreement may also include such other provisions (including provisions that modify this Agreement insofar as it sets forth the agreement between the Bank and such Agent) as the Bank and such Agent may agree upon. Unless otherwise specified in the applicable Terms Agreement, each Agent proposes to offer Notes purchased by it as principal from the Bank for sale at prevailing market prices or prices related thereto at the time of sale, which may be equal to, greater than or less than the price at which such Notes are purchased by such Agent from the Bank. For each sale of Notes by the Bank to an Agent as principal that is not made pursuant to a Terms Agreement, the Bank agrees to pay such Agent a commission (or grant an equivalent discount) as provided in Section 3(a) hereof and in accordance with the schedule set forth therein (or in such amount as may be agreed between such Agent and the Bank). Each time and date of delivery of and payment for Notes to be purchased from the Bank by an Agent as principal, whether set forth in a Terms Agreement or in accordance with the Administrative Procedures, is referred to herein as a “Time of Delivery”. (c) Each Agent agrees, with respect to any Note denominated in a currency other than U.S. dollars, and whether acting as agent, as principal under any Terms Agreement or otherwise (including, in the case of TD Securities, in any Secondary Market Transaction), not to solicit offers to purchase or otherwise offer, sell or deliver such Note, directly or indirectly, in, or to residents of, the country issuing such currency, except as permitted by applicable law.

Appointment as Agents. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, upon receipt of instructions from the Bank, to act as agent of the Bank and to use its reasonable efforts to solicit and receive offers to purchase a particular Note or Notes from the Bank upon the terms and conditions set forth in the Time of Sale Information and the Prospectus as amended or supplemented from time to time. Each Agent shall solicit offers to purchase only Notes having such terms, and shall solicit such offers only during such periods, as the Bank shall instruct such Agent. The appointment of the Agents hereunder is not exclusive and the Bank may from time to time offer Notes for sale otherwise than to or through an Agent. It is understood that if from time to time the Bank is approached by a prospective agent offering to solicit a specific purchase of Notes, the Bank may enter into an agreement with such agent with respect to such specific purchase upon such terms as the Bank and such agent may agree. These provisions shall not limit Section 5(f) hereof or any similar provision included in any Terms Agreement. Procedural details relating to the issue and delivery of Notes, the solicitation of offers to purchase Notes and the payment in each case therefor shall be as set forth in the Administrative Procedures Memorandum attached hereto as Annex II as it may be amended from time to time by written agreement between the Agents and the Bank (the “Administrative Procedures”). The provisions of the Administrative Procedures (except as otherwise stated in the applicable Terms Agreement) shall apply to all transactions contemplated hereunder. Each of the Agents and the Bank agree to perform the respective duties and obligations specifically provided to be performed by each of them in the Administrative Procedures. The Bank will deliver to the Trustee a copy of the Administrative Procedures as from time to time in effect. The Bank reserves the right, in its sole discretion, at any time when the Bank has instructed any Agent to solicit offers to purchase the Notes, to instruct such Agent to suspend, for any period of time or permanently, the solicitation of offers to purchase the Notes. As soon as practicable, but in any event not later than the close of business in New York City on the day (which shall be, for the avoidance of doubt, a business day) of receipt of notice from the Bank, such Agent will suspend solicitation of offers to purchase Notes from the Bank until such time as the Bank has instructed such Agent to resume such solicitation. During such period, the Bank shall not be required to comply with the provisions of Sections 5(h), 5(i), 5(j), 5(k) and 5(l) with regard to such Agent. Upon advising such Agent that such solicitation may be resumed, however, the Bank shall simultaneously provide the documents (if any) required to be delivered by Sections 5(h), 5(i), 5(j), 5(k) and 5(l), and such Agent shall have no obligation to solicit offers to purchase the Notes until such documents have been received by such Agent. In addition, any failure by the Bank to comply with its obligations hereunder, including its obligations to deliver the documents required by Sections 5(h), 5(i), 5(j), 5(k) and 5(l), with regard to any Agent shall automatically terminate such Agent’s obligations hereunder, including its obligations to solicit offers to purchase the Notes hereunder as agent or to purchase Notes hereunder as principal. The Bank agrees to pay each Agent a commission, at the time of settlement of any sale of a Note by the Bank as a result of a solicitation made by such Agent, in an amount equal to between 0.0% and 2.0% of the principal amount of such Note sold, depending upon the stated maturity of such Note, or in such other amount as may be agreed between the Agent and the Bank and as set forth on in the cover page Prospectus as amended and supplemented under the caption “Supplemental Plan of the applicable Pricing SupplementDistribution (Conflicts of Interest)”. (b) Each sale of Notes by the Bank to any Agent as principal shall be made in accordance with the terms of this Agreement and (unless the Bank and such Agent shall otherwise agree) the applicable Terms Agreement which will provide for the sale of such Notes by the Bank to, and the purchase thereof by, such Agent; such Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by such Agent; the commitment of any Agent to purchase Notes as principal, whether pursuant to any Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Bank herein contained and shall be subject to the terms and conditions herein set forth; each Terms Agreement shall specify the principal amount of Notes to be purchased by any Agent pursuant thereto, the price to be paid to the Bank for such Notes, any provisions relating to rights of, and default by, underwriters acting together with such Agent in the reoffering of the Notes and the time and date and place of delivery of and payment for such Notes; such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 5 hereof and such Terms Agreement may also include such other provisions (including provisions that modify this Agreement insofar as it sets forth the agreement between the Bank and such Agent) as the Bank and such Agent may agree upon. Unless otherwise specified in the applicable Terms Agreement, each Agent proposes to offer Notes purchased by it as principal from the Bank for sale at prevailing market prices or prices related thereto at the time of sale, which may be equal to, greater than or less than the price at which such Notes are purchased by such Agent from the Bank. For each sale of Notes by the Bank to an Agent as principal that is not made pursuant to a Terms Agreement, the Bank agrees to pay such Agent a commission (or grant an equivalent discount) as provided in Section 3(a) hereof and in accordance with the schedule set forth therein (or in such amount as may be agreed between such Agent and the Bank). Each time and date of delivery of and payment for Notes to be purchased from the Bank by an Agent as principal, whether set forth in a Terms Agreement or in accordance with the Administrative Procedures, is referred to herein as a “Time of Delivery”. (c) Each Agent agrees, with respect to any Note denominated in a currency other than U.S. dollars, and whether acting as agent, as principal under any Terms Agreement or otherwise (including, in the case of TD Securities, in any Secondary Market Transaction), not to solicit offers to purchase or otherwise offer, sell or deliver such Note, directly or indirectly, in, or to residents of, the country issuing such currency, except as permitted by applicable law.

Appointment as Agents. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, upon receipt of instructions from the Bank, to act as agent of the Bank and to use its reasonable efforts to solicit and receive offers to purchase a particular Note Warrant or Notes Warrants from the Bank upon the terms and conditions set forth in the Time of Sale Information and the Prospectus as amended or supplemented from time to time. Each Agent shall solicit offers to purchase only Notes Warrants having such terms, and shall solicit such offers only during such periods, as the Bank shall instruct such Agent. The appointment of the Agents hereunder is not exclusive and the Bank may from time to time offer Notes Warrants for sale otherwise than to or through an Agent. It is understood that if from time to time the Bank is approached by a prospective agent offering to solicit a specific purchase of NotesWarrants, the Bank may enter into an agreement with such agent with respect to such specific purchase upon such terms as the Bank and such agent may agree. These provisions shall not limit Section 5(f) hereof or any similar provision included in any Terms Agreement. Procedural details relating to the issue and delivery of NotesWarrants, the solicitation of offers to purchase Notes Warrants and the payment in each case therefor shall be as set forth in the Administrative Procedures Memorandum attached hereto as Annex II as it may be amended from time to time by written agreement between the Agents and the Bank (the “Administrative Procedures”). The provisions of the Administrative Procedures (except as otherwise stated in the applicable Terms Agreement) shall apply to all transactions contemplated hereunder. Each of the Agents and the Bank agree to perform the respective duties and obligations specifically provided to be performed by each of them in the Administrative Procedures. The Bank will deliver to the Trustee Warrant Agent a copy of the Administrative Procedures as from time to time in effect. The Bank reserves the right, in its sole discretion, at any time when the Bank has instructed any Agent to solicit offers to purchase the NotesWarrants, to instruct such Agent to suspend, for any period of time or permanently, the solicitation of offers to purchase the NotesWarrants. As soon as practicable, but in any event not later than the close of business in New York City on the day (which shall be, for the avoidance of doubt, a business day) of receipt of notice from the Bank, such Agent will suspend solicitation of offers to purchase Notes Warrants from the Bank until such time as the Bank has instructed such Agent to resume such solicitation. During such period, the Bank shall not be required to comply with the provisions of Sections 5(h), 5(i), 5(j), 5(k) and 5(l) with regard to such Agent. Upon advising such Agent that such solicitation may be resumed, however, the Bank shall simultaneously provide the documents (if any) required to be delivered by Sections 5(h), 5(i), 5(j), 5(k) and 5(l), and such Agent shall have no obligation to solicit offers to purchase the Notes Warrants until such documents have been received by such Agent. In addition, any failure by the Bank to comply with its obligations hereunder, including its obligations to deliver the documents required by Sections 5(h), 5(i), 5(j), 5(k) and 5(l), with regard to any Agent shall automatically terminate such Agent’s obligations hereunder, including its obligations to solicit offers to purchase the Notes Warrants hereunder as agent or to purchase Notes Warrants hereunder as principal. The Bank agrees to pay each Agent a commission, at the time of settlement of any sale of a Note Warrant by the Bank as a result of a solicitation made by such Agent, in an amount equal to between 0.0% and 2.0% of the principal amount of such Note sold, depending upon the stated maturity of such Note, or in such other amount as may be agreed between the Agent and the Bank and as set forth on the cover page of the applicable Pricing Supplement. (b) Each sale of Notes Warrants by the Bank to any Agent as principal shall be made in accordance with the terms of this Agreement and (unless the Bank and such Agent shall otherwise agree) the applicable Terms Agreement which will provide for the sale of such Notes Warrants by the Bank to, and the purchase thereof by, such Agent; such Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Warrants by such Agent; the commitment of any Agent to purchase Notes Warrants as principal, whether pursuant to any Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Bank herein contained and shall be subject to the terms and conditions herein set forth; each Terms Agreement shall specify the principal amount number of Notes Warrants to be purchased by any Agent pursuant thereto, the price to be paid to the Bank for such NotesWarrants, any provisions relating to rights of, and default by, underwriters acting together with such Agent in the reoffering of the Notes Warrants and the time and date and place of delivery of and payment for such NotesWarrants; such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 5 hereof and such Terms Agreement may also include such other provisions (including provisions that modify this Agreement insofar as it sets forth the agreement between the Bank and such Agent) as the Bank and such Agent may agree upon. Unless otherwise specified in the applicable Terms Agreement, each Agent proposes to offer Notes Warrants purchased by it as principal from the Bank for sale at prevailing market prices or prices related thereto at the time of sale, which may be equal to, greater than or less than the price at which such Notes Warrants are purchased by such Agent from the Bank. For each sale of Notes Warrants by the Bank to an Agent as principal that is not made pursuant to a Terms Agreement, the Bank agrees to pay such Agent a commission (or grant an equivalent discount) as provided in Section 3(a) hereof and in accordance with the schedule set forth therein (or in such amount as may be agreed between such Agent and the Bank). Each time and date of delivery of and payment for Notes Warrants to be purchased from the Bank by an Agent as principal, whether set forth in a Terms Agreement or in accordance with the Administrative Procedures, is referred to herein as a “Time of Delivery”. (c) Each Agent agrees, with respect to any Note Warrant denominated in a currency other than U.S. dollars, and whether acting as agent, as principal under any Terms Agreement or otherwise (including, in the case of TD Securities, in any Secondary Market Transaction), not to solicit offers to purchase or otherwise offer, sell or deliver such NoteWarrant, directly or indirectly, in, or to residents of, the country issuing such currency, except as permitted by applicable law.

Appointment as Agents. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, upon receipt of instructions from the Bank, to act as agent of the Bank and to use its reasonable efforts to solicit and receive offers to purchase a particular Note Security or Notes Securities from the Bank upon the terms and conditions set forth in the Time of Sale Information and the Prospectus as amended or supplemented from time to time. Each Agent shall solicit offers to purchase only Notes Securities having such terms, and shall solicit such offers only during such periods, as the Bank shall instruct such Agent. The appointment of the Agents hereunder is not exclusive and the Bank may from time to time offer Notes Securities for sale otherwise than to or through an Agent. It is understood that if from time to time the Bank is approached by a prospective agent offering to solicit a specific purchase of NotesSecurities, the Bank may enter into an agreement with such agent with respect to such specific purchase upon such terms as the Bank and such agent may agree. These provisions shall not limit Section 5(f) hereof or any similar provision included in any Terms Agreement. Procedural details relating to the issue and delivery of NotesSecurities, the solicitation of offers to purchase Notes Securities and the payment in each case therefor shall be as set forth in the Administrative Procedures Memorandum attached hereto as Annex II as it may be amended from time to time by written agreement between the Agents and the Bank (the “Administrative ProceduresProcedure”). The provisions of the Administrative Procedures Procedure (except as otherwise stated in the an applicable Terms Agreement) shall apply to all transactions contemplated hereunder. Each of the Agents Agent and the Bank agree to perform the respective duties and obligations specifically provided to be performed by each of them in the Administrative ProceduresProcedure. The Bank will deliver furnish to the Trustee a copy of the Administrative Procedures Procedure as from time to time in effect. The Bank reserves the right, in its sole discretion, at any time when the Bank has instructed any Agent to solicit offers to purchase the NotesSecurities, to instruct such Agent to suspend, for any period of time or permanently, the solicitation of offers to purchase the Notes. As soon as practicable, but in any event not later than the close of business in New York City on the day (which shall be, for the avoidance of doubt, a business day) of receipt of notice from the Bank, such Agent will suspend solicitation of offers to purchase Notes from the Bank until such time as the Bank has instructed such Agent to resume such solicitation. During such period, the Bank shall not be required to comply with the provisions of Sections 5(h), 5(i), 5(j), 5(k) and 5(l) with regard to such Agent. Upon advising such Agent that such solicitation may be resumed, however, the Bank shall simultaneously provide the documents (if any) required to be delivered by Sections 5(h), 5(i), 5(j), 5(k) and 5(l), and such Agent shall have no obligation to solicit offers to purchase the Notes until such documents have been received by such Agent. In addition, any failure by the Bank to comply with its obligations hereunder, including its obligations to deliver the documents required by Sections 5(h), 5(i), 5(j), 5(k) and 5(l), with regard to any Agent shall automatically terminate such Agent’s obligations hereunder, including its obligations to solicit offers to purchase the Notes hereunder as agent or to purchase Notes hereunder as principal. The Bank agrees to pay each Agent a commission, at the time of settlement of any sale of a Note by the Bank as a result of a solicitation made by such Agent, in an amount equal to between 0.0% and 2.0% of the principal amount of such Note sold, depending upon the stated maturity of such Note, or in such other amount as may be agreed between the Agent and the Bank and as set forth on the cover page of the applicable Pricing Supplement. (b) Each sale of Notes by the Bank to any Agent as principal shall be made in accordance with the terms of this Agreement and (unless the Bank and such Agent shall otherwise agree) the applicable Terms Agreement which will provide for the sale of such Notes by the Bank to, and the purchase thereof by, such Agent; such Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by such Agent; the commitment of any Agent to purchase Notes as principal, whether pursuant to any Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Bank herein contained and shall be subject to the terms and conditions herein set forth; each Terms Agreement shall specify the principal amount of Notes to be purchased by any Agent pursuant thereto, the price to be paid to the Bank for such Notes, any provisions relating to rights of, and default by, underwriters acting together with such Agent in the reoffering of the Notes and the time and date and place of delivery of and payment for such Notes; such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 5 hereof and such Terms Agreement may also include such other provisions (including provisions that modify this Agreement insofar as it sets forth the agreement between the Bank and such Agent) as the Bank and such Agent may agree upon. Unless otherwise specified in the applicable Terms Agreement, each Agent proposes to offer Notes purchased by it as principal from the Bank for sale at prevailing market prices or prices related thereto at the time of sale, which may be equal to, greater than or less than the price at which such Notes are purchased by such Agent from the Bank. For each sale of Notes by the Bank to an Agent as principal that is not made pursuant to a Terms Agreement, the Bank agrees to pay such Agent a commission (or grant an equivalent discount) as provided in Section 3(a) hereof and in accordance with the schedule set forth therein (or in such amount as may be agreed between such Agent and the Bank). Each time and date of delivery of and payment for Notes to be purchased from the Bank by an Agent as principal, whether set forth in a Terms Agreement or in accordance with the Administrative Procedures, is referred to herein as a “Time of Delivery”. (c) Each Agent agrees, with respect to any Note denominated in a currency other than U.S. dollars, and whether acting as agent, as principal under any Terms Agreement or otherwise (including, in the case of TD Securities, in any Secondary Market Transaction), not to solicit offers to purchase or otherwise offer, sell or deliver such Note, directly or indirectly, in, or to residents of, the country issuing such currency, except as permitted by applicable law.the

Appointment as Agents. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, upon receipt of instructions from the Bank, to act as agent of the Bank and to use its reasonable efforts to solicit and receive offers to purchase a particular Note Security or Notes Securities from the Bank upon the terms and conditions set forth in the Time of Sale Information and the Prospectus as amended or supplemented from time to time. Each Agent shall solicit offers to purchase only Notes Securities having such terms, and shall solicit such offers only during such periods, as the Bank shall instruct such Agent. The appointment of the Agents hereunder is not exclusive and the Bank may from time to time offer Notes Securities for sale otherwise than to or through an Agent. It is understood that if from time to time the Bank is approached by a prospective agent offering to solicit a specific purchase of NotesSecurities, the Bank may enter into an agreement with such agent with respect to such specific purchase upon such terms as the Bank and such agent may agree. These provisions shall not limit Section 5(f) hereof or any similar provision included in any Terms Agreement. Procedural details relating to the issue and delivery of NotesSecurities, the solicitation of offers to purchase Notes Securities and the payment in each case therefor shall be as set forth in the Administrative Procedures Memorandum attached hereto as Annex II as it may be amended from time to time by written agreement between the Agents and the Bank (the “Administrative ProceduresProcedure”). The provisions of the Administrative Procedures Procedure (except as otherwise stated in the an applicable Terms Agreement) shall apply to all transactions contemplated hereunder. Each of the Agents Agent and the Bank agree to perform the respective duties and obligations specifically provided to be performed by each of them in the Administrative ProceduresProcedure. The Bank will deliver furnish to the Trustee a copy of the Administrative Procedures Procedure as from time to time in effect. The Bank reserves the right, in its sole discretion, at any time when the Bank has instructed any Agent to solicit offers to purchase the NotesSecurities, to instruct such Agent to suspend, for any period of time or permanently, the solicitation of offers to purchase the NotesSecurities. As soon as practicable, but in any event not later than the close of one business day in New York City on the day (which shall beCity, for the avoidance of doubt, a business day) of after receipt of notice from the Bank, such Agent will suspend solicitation of offers to purchase Notes Securities from the Bank until such time as the Bank has instructed such Agent to resume such solicitation. During such period, the Bank shall not be required to comply with the provisions of Sections 5(h), 5(i), 5(j), 5(k) and 5(l) with regard to such Agent. Upon advising such Agent that such solicitation may be resumed, however, the Bank shall simultaneously provide the documents (if any) required to be delivered by Sections 5(h), 5(i), 5(j), 5(k) and 5(l), and such Agent shall have no obligation to solicit offers to purchase the Notes Securities until such documents have been received by such Agent. In addition, any failure by the Bank to comply with its obligations hereunder, including its obligations to deliver the documents required by Sections 5(h), 5(i), 5(j), 5(k) and 5(l), with regard to any Agent shall automatically terminate such Agent’s obligations hereunder, including its obligations to solicit offers to purchase the Notes Securities hereunder as agent or to purchase Notes Securities hereunder as principal. The Bank agrees to pay each Agent a commission, at the time of settlement of any sale of a Note Security by the Bank as a result of a solicitation made by such Agent, in an amount equal to between 0.0% and 2.01.0% of the principal amount of such Note Security sold, depending upon the stated maturity of such NoteSecurity, or in such other amount as may be agreed between the Agent and the Bank and as set forth on in the cover page Prospectus as amended and supplemented under the caption “Supplemental Plan of the applicable Pricing SupplementDistribution” . (b) Each sale of Notes Securities by the Bank to any Agent as principal shall be made in accordance with the terms of this Agreement and (unless the Bank and such Agent shall otherwise agree) the applicable a Terms Agreement which will provide for the sale of such Notes Securities by the Bank to, and the purchase thereof by, such Agent; such Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Securities by such Agent; the commitment of any Agent to purchase Notes Securities as principal, whether pursuant to any Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Bank herein contained and shall be subject to the terms and conditions herein set forth; each Terms Agreement shall specify the principal amount of Notes Securities to be purchased by any Agent pursuant thereto, the price to be paid to the Bank for such NotesSecurities, any provisions relating to rights of, and default by, underwriters acting together with such Agent in the reoffering of the Notes Securities and the time and date and place of delivery of and payment for such NotesSecurities; such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 5 hereof and such Terms Agreement may also include such other provisions (including provisions that modify this Agreement insofar as it sets forth the agreement between the Bank and such Agent) as the Bank and such Agent may agree upon. Unless otherwise specified in the applicable a Terms Agreement, each Agent proposes to offer Notes Securities purchased by it as principal from the Bank for sale at prevailing market prices or prices related thereto at the time of sale, which may be equal to, greater than or less than the price at which such Notes Securities are purchased by such Agent from the Bank. For each sale of Notes Securities by the Bank to an Agent as principal that is not made pursuant to a Terms Agreement, the Bank agrees to pay such Agent a commission (or grant an equivalent discount) as provided in Section 3(a) hereof and in accordance with the schedule set forth therein (or in such amount as may be agreed between such Agent and the Bank). Each time and date of delivery of and payment for Notes Securities to be purchased from the Bank by an Agent as principal, whether set forth in a Terms Agreement or in accordance with the Administrative ProceduresProcedure, is referred to herein as a “Time of Delivery”. (c) Each Agent agrees, with respect to any Note Security denominated in a currency other than U.S. dollars, and whether acting as agent, as principal under any Terms Agreement or otherwise (including, in the case of TD SecuritiesRBC Capital Markets, LLC, in any Secondary Market Transaction), not to solicit offers to purchase or otherwise offer, sell or deliver such NoteSecurity, directly or indirectly, in, or to residents of, the country issuing such currency, except as permitted by applicable law.

Appointment as Agents. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, upon receipt of instructions from the Bank, to act as agent of the Bank and to use its reasonable efforts to solicit and receive offers to purchase a particular Note Security or Notes Securities from the Bank upon the terms and conditions set forth in the Time of Sale Information and the Prospectus as amended or supplemented from time to time. Each Agent shall solicit offers to purchase only Notes Securities having such terms, and shall solicit such offers only during such periods, as the Bank shall instruct such Agent. The appointment of the Agents hereunder is not exclusive and the Bank may from time to time offer Notes Securities for sale otherwise than to or through an Agent. It is understood that if from time to time the Bank is approached by a prospective agent offering to solicit a specific purchase of NotesSecurities, the Bank may enter into an agreement with such agent with respect to such specific purchase upon such terms as the Bank and such agent may agree. These provisions shall not limit Section 5(f) hereof or any similar provision included in any Terms Agreement. Procedural details relating to the issue and delivery of NotesSecurities, the solicitation of offers to purchase Notes Securities and the payment in each case therefor shall be as set forth in the Administrative Procedures Memorandum attached hereto as Annex II as it may be amended from time to time by written agreement between the Agents and the Bank (the “"Administrative Procedures”Procedure"). The provisions of the Administrative Procedures Procedure (except as otherwise stated in the an applicable Terms Agreement) shall apply to all transactions contemplated hereunder. Each of the Agents Agent and the Bank agree to perform the respective duties and obligations specifically provided to be performed by each of them in the Administrative ProceduresProcedure. The Bank will deliver furnish to the Trustee a copy of the Administrative Procedures Procedure as from time to time in effect. The Bank reserves the right, in its sole discretion, at any time when the Bank has instructed any Agent to solicit offers to purchase the NotesSecurities, to instruct such Agent to suspend, for any period of time or permanently, the solicitation of offers to purchase the NotesSecurities. As soon as practicable, but in any event not later than the close of one business day in New York City on the day (which shall beCity, for the avoidance of doubt, a business day) of after receipt of notice from the Bank, such Agent will suspend solicitation of offers to purchase Notes Securities from the Bank until such time as the Bank has instructed such Agent to resume such solicitation. During such period, the Bank shall not be required to comply with the provisions of Sections 5(h), 5(i), 5(j), 5(k) and 5(l) with regard to such Agent. Upon advising such Agent that such solicitation may be resumed, however, the Bank shall simultaneously provide the documents (if any) required to be delivered by Sections 5(h), 5(i), 5(j), 5(k) and 5(l), and such Agent shall have no obligation to solicit offers to purchase the Notes Securities until such documents have been received by such Agent. In addition, any failure by the Bank to comply with its obligations hereunder, including its obligations to deliver the documents required by Sections 5(h), 5(i), 5(j), 5(k) and 5(l), with regard to any Agent shall automatically terminate such Agent’s 's obligations hereunder, including its obligations to solicit offers to purchase the Notes Securities hereunder as agent or to purchase Notes Securities hereunder as principal. The Bank agrees to pay each Agent a commission, at the time of settlement of any sale of a Note Security by the Bank as a result of a solicitation made by such Agent, in an amount equal to between 0.0% and 2.01.0% of the principal amount of such Note Security sold, depending upon the stated maturity of such NoteSecurity, or in such other amount as may be agreed between the Agent and the Bank and as set forth on in the cover page Prospectus as amended and supplemented under the caption "Supplemental Plan of the applicable Pricing SupplementDistribution" . (b) Each sale of Notes Securities by the Bank to any Agent as principal shall be made in accordance with the terms of this Agreement and (unless the Bank and such Agent shall otherwise agree) the applicable a Terms Agreement which will provide for the sale of such Notes Securities by the Bank to, and the purchase thereof by, such Agent; such Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Securities by such Agent; the commitment of any Agent to purchase Notes Securities as principal, whether pursuant to any Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Bank herein contained and shall be subject to the terms and conditions herein set forth; each Terms Agreement shall specify the principal amount of Notes Securities to be purchased by any Agent pursuant thereto, the price to be paid to the Bank for such NotesSecurities, any provisions relating to rights of, and default by, underwriters acting together with such Agent in the reoffering of the Notes Securities and the time and date and place of delivery of and payment for such NotesSecurities; such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ ' letters and officers’ ' certificates pursuant to Section 5 hereof and such Terms Agreement may also include such other provisions (including provisions that modify this Agreement insofar as it sets forth the agreement between the Bank and such Agent) as the Bank and such Agent may agree upon. Unless otherwise specified in the applicable a Terms Agreement, each Agent proposes to offer Notes Securities purchased by it as principal from the Bank for sale at prevailing market prices or prices related thereto at the time of sale, which may be equal to, greater than or less than the price at which such Notes Securities are purchased by such Agent from the Bank. For each sale of Notes Securities by the Bank to an Agent as principal that is not made pursuant to a Terms Agreement, the Bank agrees to pay such Agent a commission (or grant an equivalent discount) as provided in Section 3(a) hereof and in accordance with the schedule set forth therein (or in such amount as may be agreed between such Agent and the Bank). Each time and date of delivery of and payment for Notes Securities to be purchased from the Bank by an Agent as principal, whether set forth in a Terms Agreement or in accordance with the Administrative ProceduresProcedure, is referred to herein as a “"Time of Delivery”". (c) Each Agent agrees, with respect to any Note Security denominated in a currency other than U.S. dollars, and whether acting as agent, as principal under any Terms Agreement or otherwise (including, in the case of TD SecuritiesRBC Capital Markets Corporation or RBC Xxxx Xxxxxxxx Inc., in any Secondary Market Transaction), not to solicit offers to purchase or otherwise offer, sell or deliver such NoteSecurity, directly or indirectly, in, or to residents of, the country issuing such currency, except as permitted by applicable law.

Appointment as Agents. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, upon receipt of instructions from the Bank, to act as agent of the Bank and to use its reasonable efforts to solicit and receive offers to purchase a particular Note Security or Notes Securities from the Bank upon the terms and conditions set forth in the Time of Sale Information and the Prospectus as amended or supplemented from time to time. Each Agent shall solicit offers to purchase only Notes Securities having such terms, and shall solicit such offers only during such periods, as the Bank shall instruct such Agent. The appointment of the Agents hereunder is not exclusive and the Bank may from time to time offer Notes Securities for sale otherwise than to or through an Agent. It is understood that if from time to time the Bank is approached by a prospective agent offering to solicit a specific purchase of NotesSecurities, the Bank may enter into an agreement with such agent with respect to such specific purchase upon such terms as the Bank and such agent may agree. These provisions shall not limit Section 5(f) hereof or any similar provision included in any Terms Agreement. Procedural details relating to the issue and delivery of NotesSecurities, the solicitation of offers to purchase Notes Securities and the payment in each case therefor shall be as set forth in the Administrative Procedures Memorandum attached hereto as Annex II as it may be amended from time to time by written agreement between the Agents and the Bank (the “Administrative ProceduresProcedure”). The provisions of the Administrative Procedures Procedure (except as otherwise stated in the an applicable Terms Agreement) shall apply to all transactions contemplated hereunder. Each of the Agents Agent and the Bank agree to perform the respective duties and obligations specifically provided to be performed by each of them in the Administrative ProceduresProcedure. The Bank will deliver furnish to the Trustee a copy of the Administrative Procedures Procedure as from time to time in effect. The Bank reserves the right, in its sole discretion, at any time when the Bank has instructed any Agent to solicit offers to purchase the NotesSecurities, to instruct such Agent to suspend, for any period of time or permanently, the solicitation of offers to purchase the NotesSecurities. As soon as practicable, but in any event not later than the close of one business day in New York City on the day (which shall beCity, for the avoidance of doubt, a business day) of after receipt of notice from the Bank, such Agent will suspend solicitation of offers to purchase Notes Securities from the Bank until such time as the Bank has instructed such Agent to resume such solicitation. During such period, the Bank shall not be required to comply with the provisions of Sections 5(h), 5(i), 5(j), 5(k) and 5(l) with regard to such Agent. Upon advising such Agent that such solicitation may be resumed, however, the Bank shall simultaneously provide the documents (if any) required to be delivered by Sections 5(h), 5(i), 5(j), 5(k) and 5(l), and such Agent shall have no obligation to solicit offers to purchase the Notes Securities until such documents have been received by such Agent. In addition, any failure by the Bank to comply with its obligations hereunder, including its obligations to deliver the documents required by Sections 5(h), 5(i), 5(j), 5(k) and 5(l), with regard to any Agent shall automatically terminate such Agent’s obligations hereunder, including its obligations to solicit offers to purchase the Notes Securities hereunder as agent or to purchase Notes Securities hereunder as principal. The Bank agrees to pay each Agent a commission, at the time of settlement of any sale of a Note Security by the Bank as a result of a solicitation made by such Agent, in an amount equal to between 0.00.125% and 2.01.0% of the principal amount of such Note Security sold, depending upon the stated maturity of such NoteSecurity, or in such other amount as may be agreed between the Agent and the Bank and as set forth on the cover page of the applicable Pricing SupplementBank. (b) Each sale of Notes Securities by the Bank to any Agent as principal shall be made in accordance with the terms of this Agreement and (unless the Bank and such Agent shall otherwise agree) the applicable a Terms Agreement which will provide for the sale of such Notes Securities by the Bank to, and the purchase thereof by, such Agent; such Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Securities by such Agent; the commitment of any Agent to purchase Notes Securities as principal, whether pursuant to any Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Bank herein contained and shall be subject to the terms and conditions herein set forth; each Terms Agreement shall specify the principal amount of Notes Securities to be purchased by any Agent pursuant thereto, the price to be paid to the Bank for such NotesSecurities, any provisions relating to rights of, and default by, underwriters acting together with such Agent in the reoffering of the Notes Securities and the time and date and place of delivery of and payment for such NotesSecurities; such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 5 hereof and such Terms Agreement may also include such other provisions (including provisions that modify this Agreement insofar as it sets forth the agreement between the Bank and such Agent) as the Bank and such Agent may agree upon. Unless otherwise specified in the applicable a Terms Agreement, each Agent proposes to offer Notes Securities purchased by it as principal from the Bank for sale at prevailing market prices or prices related thereto at the time of sale, which may be equal to, greater than or less than the price at which such Notes Securities are purchased by such Agent from the Bank. For each sale of Notes Securities by the Bank to an Agent as principal that is not made pursuant to a Terms Agreement, the Bank agrees to pay such Agent a commission (or grant an equivalent discount) as provided in Section 3(a2(a) hereof and in accordance with the schedule set forth therein (or in such amount as may be agreed between such Agent and the Bank). Each time and date of delivery of and payment for Notes Securities to be purchased from the Bank by an Agent as principal, whether set forth in a Terms Agreement or in accordance with the Administrative ProceduresProcedure, is referred to herein as a “Time of Delivery”. (c) Each Agent agrees, with respect to any Note Security denominated in a currency other than U.S. dollars, and whether acting as agent, as principal under any Terms Agreement or otherwise (including, in the case of TD SecuritiesRBC Capital Markets Corporation or RBC Dxxx Xxxxxxxx Inc., in any Secondary Market Transaction), not to solicit offers to purchase or otherwise offer, sell or deliver such NoteSecurity, directly or indirectly, in, or to residents of, the country issuing such currency, except as permitted by applicable law.