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

Recognition of the U.S. Special Resolutions Regimes. (a) 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. (b) 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. (c) For purposes of this Section 23: (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 the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) 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 (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolutions Regimes. (a) In the event that any Underwriter Manager that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter Manager of this Agreement, Agreement or any Terms Agreement and any interest and obligation in or under this Agreement, Agreement or any Terms Agreement will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, Agreement or any Terms Agreement and any such interest and obligation, were governed by the laws of the United States or a state of the United States. ; and (b) In in the event that any Underwriter Manager that is a Covered Entity or a BHC Act Affiliate of such Underwriter Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement or any Terms Agreement that may be exercised against such Underwriter Manager 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 or any Terms Agreement were governed by the laws of the United States or a state of the United States. (c) . For purposes of this Section 23: 15, (iA) “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 the following: (Ai) a “covered entity” as that the term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) “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 (ivD) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Notwithstanding the foregoing, if a Manager that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime as described in this Section 15, the Lead Manager shall have the right to terminate this Agreement with respect to such Manager that is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, effective immediately by giving written notice to such Manager, subject to applicable law, provided that such termination shall have no effect with respect to the other Managers under this Agreement.

Recognition of the U.S. Special Resolutions Regimes. (a) In the event that any Underwriter Agent that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution RegimeRegime (as defined below), the transfer from such Underwriter 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. (b) In the event that any Underwriter Agent that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter Agent 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 such Underwriter 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. (c) For purposes of this Section 23: (i) “19.7 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: (Ai) a “"covered entity” " as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “"covered bank” " as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) 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 of: (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder thereunder; and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolutions Regimes. (a) In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution RegimeRegime (as defined below), 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. (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of 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 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 23: (i) 19.7 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: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) 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 of: (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder thereunder; and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolutions Regimes. (a) In the event that any Underwriter Agent that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution RegimeRegime (as defined below), the transfer from such Underwriter 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. (b) In the event that any Underwriter Agent that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter Agent 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 such Underwriter 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. (c) For purposes of this Section 23: (i) “19.7 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: (Ai) a “"covered entity” " as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “"covered bank” " as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) 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 (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.thereunder.‌

Recognition of the U.S. Special Resolutions Regimes. (a) In the event that any Underwriter Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter 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. (b) In the event that any Underwriter Agent that is a Covered Entity or a BHC Act Affiliate of such Underwriter Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter 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. (c) For purposes purpose of this Section 23: 18, (iA) 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); (iiB) the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” 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) the term “U.S. U.S Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth our agreement, please indicate your acceptance hereof in the space provided for that purpose below. Very truly yours, NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, by /s/ Xx Xxxx Xxxx Name: Xx Xxxx Xxxx Title: Senior Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED as of the date first above written: INSPEREX LLC by /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President, Partnership & Engagement CITIGROUP GLOBAL MARKETS INC. by /s/Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director RBC CAPITAL MARKETS, LLC by /s/Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director - Manager XXXXX FARGO CLEARING SERVICES, LLC by /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Senior Vice President Except as otherwise agreed by the Company and the Purchasing Agent, a discount is payable of up to 3.150% of the non-discounted price to public of each Security sold through the Purchasing Agent. Subordinated Notes (Subordinated Deferrable Interest Notes) (the “Securities”) may be offered on a continuing basis by National Rural Utilities Cooperative Finance Corporation (the “Company”). The Securities will be offered by InspereX LLC (the “Purchasing Agent”), Citigroup Global Markets Inc., RBC Capital Markets, LLC and Xxxxx Fargo Clearing Services, LLC (collectively, the “Agents”), have agreed to use their reasonable best efforts to solicit offers to purchase Securities. The Securities are being sold pursuant to an Agency Agreement among the Company and the Agents dated as of the date hereof (the “Agency Agreement”), to which these administrative procedures are attached as an exhibit, and one or more terms agreements substantially in the form attached to the Agency Agreement as Exhibit C (each a “Terms Agreement”). The Securities are being resold by the Purchasing Agent (and by any Agent that purchases them from the Purchasing Agent) (i) directly to customers of the Agents or (ii) to selected broker-dealers (the “Selected Dealers”) for distribution to their customers pursuant to a Master Selected Dealer Agreement. The Securities have been registered with the Securities and Exchange Commission. The Securities will be issued under an Indenture, dated as of October 15, 1996, between the Company and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”). Such Indenture, as amended by any supplemental indenture and supplemented by any officer’s certificate thereunder, is hereinafter called the “Indenture”. The Securities will be unsecured and will rank subordinate in right of payment to all of the Company’s current and future senior indebtedness. Unless otherwise defined herein, terms defined in the Agency Agreement or Indenture shall have the same meaning when used in this exhibit. Pursuant to the terms of the Indenture, U.S. Bank Trust Company, National Association also will serve as authenticating agent, issuing agent and paying agent. Unless otherwise agreed by the Agents and the Company, Securities will be purchased by the Purchasing Agent as principal as set forth herein. Such purchases will be made in accordance with terms agreed upon by the Purchasing Agent and the Company (which terms, unless otherwise agreed, shall be agreed upon orally, with written confirmation prepared by the Agents and mailed, faxed or e-mailed to the Company). Each tranche of Securities will initially be issued in book-entry form only and represented by one or more fully registered global securities without coupons (each, a “Global Security”) held by the Trustee, as agent for The Depository Trust Company (“DTC”), and recorded in the book-entry system maintained by DTC. Unless specified otherwise in the applicable pricing supplement, the Securities will be denominated in U.S. dollars and payments of principal, premium and any interest thereon will be made in U.S. dollars. If any of the Securities are denominated in a foreign currency (a currency other than U.S. dollars), or if the principal, premium and any interest thereon is payable at the option of the holder or the Company in a currency other than that in which the note is denominated, the applicable pricing supplement will provide additional information, including applicable exchange rate information, pertaining to the terms of those notes and other matters of interest to the holders. Only a Security denominated and payable in U.S. dollars may be issued as a Global Security. Each Global Security will have the annual interest rate, maturity and other terms set forth in the relevant Pricing Supplement (as defined in the Agency Agreement). Owners of beneficial interests in a Global Security will be entitled to physical delivery of Securities issued in certificated form equal in principal amount to their respective beneficial interests only upon certain limited circumstances described in the Indenture. Administrative procedures and specific terms of the offering are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its Capital Markets Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee are to communicate regarding offers to purchase Securities and the details of their delivery. Securities will be issued in accordance with the administrative procedures set forth herein. To the extent the procedures set forth below conflict with or omit certain of the provisions of the Securities, the Indenture, the Agency Agreement or information set forth in the Prospectus (as defined in the Agency Agreement) and the Pricing Supplement (together, referred to herein as the “Prospectus”), the relevant provisions of the Securities, the Indenture, the Agency Agreement and the information set forth in the Prospectus and the Disclosure Package shall control. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agency Agreement, the Prospectus (as amended or supplemented), the Disclosure Package, or in the Indenture.

Recognition of the U.S. Special Resolutions Regimes. (a) In the event that any Underwriter that the Agent is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution RegimeRegime (as defined below), the transfer from such Underwriter the 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. (b) In the event that any Underwriter that the Agent is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter the Agent 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 such Underwriter the 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. (c) For purposes of this Section 23: (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 the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) 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 (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder thereunder, and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer

Recognition of the U.S. Special Resolutions Regimes. (a) In the event that any Underwriter Agent that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution RegimeRegime (as defined below), the transfer from such Underwriter 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. (b) In the event that any Underwriter Agent that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter Agent 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 such Underwriter 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. (c) For purposes of this Section 23: (i) 19.6, 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: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) 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 (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolutions Regimes. (a) In the event that any Underwriter that XX Xxxxx is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter XX Xxxxx 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 any Underwriter that XX Xxxxx is a Covered Entity and XX Xxxxx or a BHC Act Affiliate of such Underwriter XX Xxxxx becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter XX Xxxxx 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 23: 20, (ia) “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 the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “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 (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and XX Xxxxx, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and XX Xxxxx. Very truly yours, By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx X. Dier Name: Xxxxx X. Dier Title: Senior Vice President and Chief Financial Officer From: Xxxxxxxx Pharmaceuticals, Inc. cc: [ ] To: [ ] Subject: XX Xxxxx At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Xxxxxxxx Pharmaceuticals, Inc. (the “Company”), and TD Securities (USA) LLC (“XX Xxxxx”) dated May 7, 2024 (the “Agreement”), I hereby request on behalf of the Company that XX Xxxxx sell up to [ ] shares of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE]/[all shares are sold].

Recognition of the U.S. Special Resolutions Regimes. (a) In the event that any Underwriter Agent that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution RegimeRegime (as defined below), the transfer from such Underwriter 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. . (b) In the event that any Underwriter Agent that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter Agent 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 such Underwriter 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. . (c) For purposes of this Section 23: (i) 19.7 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: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) 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 (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolutions Regimes. (a) In the event that any Underwriter Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter 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. (b) In the event that any Underwriter Agent that is a Covered Entity or a BHC Act Affiliate of such Underwriter Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter 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. (c) For purposes purpose of this Section 23: 18, (iA) 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); (iiB) the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” 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) the term “U.S. U.S Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth our agreement, please indicate your acceptance hereof in the space provided for that purpose below. Very truly yours, NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, by /s/ Xx Xxxx Xxxx Name: Xx Xxxx Xxxx Title: Senior Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED as of the date first above written: by /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President Fixed Income CITIGROUP GLOBAL MARKETS INC. by /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director RBC CAPITAL MARKETS, LLC by /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory XXXXX FARGO CLEARING SERVICES, LLC by /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Senior Vice President Except as otherwise agreed by the Company and the Purchasing Agent, the following discounts are payable as a percentage of the non-discounted price to public of each Security sold through the Purchasing Agent. 9 months to less than 18 months 0.300 % 18 months to less than 24 months 0.425 % 24 months to less than 30 months 0.550 % 30 months to less than 42 months 0.825 % 42 months to less than 54 months 0.950 % 54 months to less than 66 months 1.250 % 66 months to less than 78 months 1.350 % 78 months to less than 90 months 1.450 % 90 months to less than 102 months 1.550 % 102 months to less than 114 months 1.650 % 114 months to less than 126 months 1.800 % 126 months to less than 138 months 1.900 % 138 months to less than 150 months 2.000 % 150 months to less than 162 months 2.150 % 162 months to less than 174 months 2.300 % 174 months to less than 186 months 2.500 % 186 months to less than 198 months 2.600 % 198 months to less than 210 months 2.700 % 210 months to less than 222 months 2.800 % 222 months to less than 234 months 2.900 % 234 months to less than 30 years 3.000 % 30 years or more 3.150 % CFC InterNotes®, due more than nine months from date of issue (the “Securities”) may be offered on a continuing basis by National Rural Utilities Cooperative Finance Corporation (the “Company”). The Securities will be offered by InspereX LLC (the “Purchasing Agent”), Citigroup Global Markets Inc., RBC Capital Markets, LLC and Xxxxx Fargo Clearing Services, LLC (collectively, the “Agents”) pursuant to an Agency Agreement among the Company and the Agents dated as of the date hereof (the “Agency Agreement”) and one or more terms agreements substantially in the form attached to the Agency Agreement as Exhibit C (each a “Terms Agreement”). The Securities are being resold by the Purchasing Agent (and by any Agent that purchases them from the Purchasing Agent) (i) directly to customers of the Agents or (ii) to selected broker-dealers (the “Selected Dealers”) for distribution to their customers pursuant to a Master Selected Dealer Agreement. The Securities have been registered with the Securities and Exchange Commission (the “Commission”). The Securities are to be issued from time to time pursuant to an Indenture, dated as of December 15, 1987 (as supplemented by a First Supplemental Indenture dated as of October 1, 1990, and as it may be supplemented or amended from time to time, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”). Pursuant to the terms of the Indenture, U.S. Bank Trust Company, National Association also will serve as authenticating agent, issuing agent and paying agent. Unless otherwise agreed by the Agents and the Company, Securities will be purchased by the Purchasing Agent as principal as set forth herein. Such purchases will be made in accordance with terms agreed upon by the Purchasing Agent and the Company (which terms, unless otherwise agreed, shall be agreed upon orally, with written confirmation prepared by the Agents and mailed, faxed or e-mailed to the Company). Each tranche of Securities will be issued in book-entry form only and represented by one or more fully registered global securities without coupons (each, a “Global Security”) held by the Trustee, as agent for The Depository Trust Company (“DTC”), and recorded in the book-entry system maintained by DTC. Each Global Security will have the annual interest rate, maturity and other terms set forth in the relevant Pricing Supplement (as defined in the Agency Agreement). Owners of beneficial interests in a Global Security will be entitled to physical delivery of Securities issued in certificated form equal in principal amount to their respective beneficial interests only upon certain limited circumstances described in the Indenture. Administrative procedures and specific terms of the offering are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its Capital Markets Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee are to communicate regarding offers to purchase Securities and the details of their delivery. Securities will be issued in accordance with the administrative procedures set forth herein. To the extent the procedures set forth below conflict with or omit certain of the provisions of the Securities, the Indenture, the Agency Agreement or information set forth in the Prospectus (as defined in the Agency Agreement) and the Pricing Supplement (together referred to herein as the “Prospectus”), the relevant provisions of the Securities, the Indenture, the Agency Agreement and the information set forth in the Prospectus and the Disclosure Package shall control. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agency Agreement, the Prospectus (as amended or supplemented), the Disclosure Package, or in the Indenture.

Recognition of the U.S. Special Resolutions Regimes. (a) In the event that any Underwriter Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter Agent of this Agreement, Agreement or any Terms Agreement and any interest and obligation in or under this Agreement, Agreement or any Terms Agreement will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, Agreement or any Terms Agreement and any such interest and obligation, were governed by the laws of the United States or a state of the United States. ; and (b) In in the event that any Underwriter Agent that is a Covered Entity or a BHC Act Affiliate of such Underwriter Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement or any Terms Agreement that may be exercised against such Underwriter 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 or any Terms Agreement were governed by the laws of the United States or a state of the United States. (c) . For purposes of this Section 23: 15, (iA) “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 the following: (Ai) a “covered entity” as that the term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) “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 (ivD) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Notwithstanding the foregoing, if a Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime as described in this Section 15, the Representative shall have the right to terminate this Agreement with respect to such Agent that is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, effective immediately by giving written notice to such Agent, subject to applicable law, provided that such termination shall have no effect with respect to the other Agents under this Agreement.