Common use of Solicitations as Agent Clause in Contracts

Solicitations as Agent. If agreed upon between an Agent, on the one hand, and Global Funding and an Issuing Trust, on the other hand, then such Agent, acting solely as an agent for such Issuing Trust and not as principal, will solicit offers for the purchase of Notes. Such Agent will communicate to such Issuing Trust, orally, each offer for the purchase of Notes solicited by it on an agency basis other than those offers rejected by such Agent. Such Agent shall have the right, in its discretion reasonably exercised, to reject any offer for the purchase of Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. Such Issuing Trust may accept or reject any offer for the purchase of Notes, in whole or in part. Such Agent shall make reasonable efforts to assist such Issuing Trust in obtaining performance by each purchaser whose offer for the purchase of Notes has been solicited by it on an agency basis and accepted by such Issuing Trust. Such Agent shall not have any liability to such Issuing Trust in the event that any such purchase is not consummated for any reason. If such Issuing Trust shall default on its obligation to deliver Notes to a purchaser whose offer has been solicited by an Agent on an agency basis and accepted by such Issuing Trust, then (i) such Issuing Trust shall hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by such Issuing Trust and (ii) the Issuing Trust shall be responsible to pay to such Agent any commission to which such Agent would otherwise be entitled absent such default.

Solicitations as Agent. If agreed upon between an Agentamong a Dealer or Dealers, on the one hand, Trust and Global Funding and an Issuing Trust, on the other handCompany in this Distribution Agreement, then such AgentDealer(s), acting solely as an agent or agents for such Issuing the Trust and not as principal, will solicit offers for the purchase of the Notes. Such Agent Dealer(s) will communicate to such Issuing the Company and Trust, orallyorally or in writing, each offer for the purchase of Notes solicited by it on an agency basis other than those offers rejected by such AgentDealer(s). Such Agent Each such Dealer shall have the right, in its discretion reasonably exercised, to reject any offer for the purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. Such Issuing The Trust may accept or reject any offer for the purchase of the Notes, in whole or in part. Such Agent Each such Dealer shall make reasonable efforts to assist such Issuing the Trust in obtaining performance by each purchaser whose offer for the purchase of the Notes has been solicited by it on an agency basis and accepted by such Issuing the Trust. Such Agent Each such Dealer shall not have any liability to such Issuing the Trust or Company in the event that any such purchase is not consummated for any reason. If such Issuing the Trust shall default on its obligation to deliver Notes to a purchaser whose offer has been solicited by an Agent a Dealer on an agency basis and accepted by such Issuing the Trust, then (i) such Issuing the Trust and Company shall hold such Agent Dealer harmless against any loss, claim or damage arising from or as a result of such default by such Issuing the Trust. Any purchase of Notes from the Trust and (ii) the Issuing Trust by a Dealer as an agent shall be responsible to pay to such Agent any commission to which such Agent would otherwise be entitled absent such defaultmade in accordance with Section 5(b) hereof.

Solicitations as Agent. If agreed upon between an Agent, on the one hand, Agent and Global Funding and an Issuing a Trust, on the other hand, then such Agent, acting solely as an agent for such Issuing Trust and not as principal, will use its reasonable efforts to solicit offers for the purchase of Notes. Such Agent will communicate to such Issuing Trust, orally, each offer for the purchase of Notes solicited by it on an agency basis other than those offers rejected by such Agent. Such Agent shall have the right, in its discretion reasonably exercised, to reject any offer for the purchase of Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. Such Issuing Trust may accept or reject any offer for the purchase of Notes, in whole or in part. Such Agent shall make reasonable efforts to assist such Issuing Trust in obtaining performance by each purchaser whose offer for the purchase of Notes has been solicited by it on an agency basis and accepted by such Issuing Trust. Such Unless agreed to in writing by the Company, such Trust and such Agent, such Agent shall not have any liability to such Issuing Trust in the event that any such purchase is not consummated for any reason. If such Issuing Trust shall default on its obligation to deliver Notes to a purchaser whose offer has been solicited by an such Agent on an agency basis and accepted by such Issuing Trust, then the Company and such Trust, jointly and severally, shall (i) such Issuing Trust shall hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by such Issuing Trust and (ii) the Issuing Trust shall be responsible to pay to such Agent any commission to which such Agent it would otherwise be entitled absent such default.

Solicitations as Agent. If agreed upon between an Agent, on Agent and the one hand, and Global Funding and an Issuing relevant Trust, on the other hand, then such Agent, acting solely as an agent for such Issuing Trust and not as principal, subject to the terms and conditions stated herein, will use its reasonable efforts to solicit offers for the purchase of Notes. Such Agent Agent, acting solely as agent for the relevant Trust and not as principal, will communicate to such Issuing Trustthe Company, orally, each offer for the purchase of Notes solicited by it on an agency basis other than those offers rejected by such Agent. Such Agent shall have the right, in its discretion reasonably exercised, to reject any offer for the purchase of Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. Such Issuing Trust The Company, on behalf of such Trust, may accept or reject any offer for the purchase of Notes, in whole or in part. Such Agent shall make reasonable efforts to assist the Company on behalf of such Issuing Trust in obtaining performance by each purchaser whose offer for the purchase of Notes has been solicited by it on an agency basis and accepted by the Company on behalf of such Issuing Trust. Such Unless agreed to in writing by the Company, on behalf of such Trust, and such Agent, such Agent shall not have any liability to the Company or such Issuing Trust in the event that any such purchase is not consummated for any reason. If such Issuing Trust shall default on its obligation to deliver Notes to a purchaser whose offer has been solicited by an such Agent on an agency basis and accepted by the Company on behalf of such Issuing Trust, then the Company and such Trust, jointly and severally, shall (i) such Issuing Trust shall hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by such Issuing Trust and (ii) the Issuing Trust shall be responsible to pay to such Agent any commission to which such Agent it would otherwise be entitled absent such default.

Solicitations as Agent. If agreed upon between an Agent, on On the one handbasis of the representations and warranties, and Global Funding subject to the terms and an Issuing Trustconditions herein set forth, on the other handeach Agent hereby agrees, then such Agent, acting solely as an agent for such Issuing Trust of the Company, to use its reasonable best efforts when requested by the Company to solicit and not receive offers to purchase Notes from the Company upon the terms and conditions set forth in the Prospectus from time to time as principalamended or supplemented by an applicable Pricing Supplement or otherwise. No Agent shall otherwise employ, will pay or compensate any other person to solicit offers for to purchase the Notes or to perform any of its functions as agent without the prior written consent of the Company. Following the date of this Agreement, the Company shall notify each Agent from time to time as to the commencement of a period during which the Notes may be offered and sold by the Agents. On the basis of the representations and warranties, and subject to the terms and conditions set forth herein, each Agent agrees to use its reasonable best efforts to solicit offers to purchase of NotesNotes from the Company upon the terms and conditions set forth in the Prospectus (and any supplement thereto) and in the Procedures. Such Each Agent will shall communicate to such Issuing Trustthe Company, orallyorally or in writing, each reasonable offer for the or indication of interest to purchase of Notes solicited by it on an agency basis other than those offers rejected received by such Agent as Agent. Such The Company shall have the sole right to accept offers to purchase the Notes and may reject any such offer in whole or in part. Each Agent shall have the rightright to reject, in its discretion reasonably exercised, to reject any offer for received by it to purchase the purchase of Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreement agreements contained herein. Such Issuing Trust may accept or reject any offer In soliciting offers to purchase the Notes in its capacity as agent of the Company, each Agent is acting solely as agent for the purchase Company, and not as principal, and does not assume any obligation toward or relationship of Notes, in whole agency or in parttrust with any purchaser of the Notes (other than any such obligation or relationship which the Agent assumes independently of this Agreement). Such Each Agent shall make reasonable efforts to assist such Issuing Trust the Company in obtaining performance by each purchaser whose offer for the to purchase of Notes has been solicited by it on an agency basis such Agent and accepted by the Company, but such Issuing Trust. Such Agent shall not not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any purchaser or have any liability to such Issuing Trust the Company in the event that any such purchase is not consummated for any reason. If such Issuing Trust shall default on Except as provided in Section 2(b) and 2(c) below, under no circumstances will any Agent be obligated to purchase any Notes for its obligation own account. It is understood and agreed, however, that any of you may purchase Notes as principal pursuant to deliver Notes to a purchaser whose offer has been solicited by an Agent on an agency basis Section 2(b) and accepted by such Issuing TrustSection 2(c) below, then (i) such Issuing Trust shall hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by such Issuing Trust and (ii) the Issuing Trust shall be responsible to pay to such Agent any commission to which such Agent would otherwise be entitled absent such defaultapplicable.

Solicitations as Agent. If agreed upon between by an AgentAgent and the Company, on the one hand, and Global Funding and an Issuing Trust, on the other hand, then such Agent, acting solely as an agent for such Issuing Trust the Company and not as principal, will solicit offers for the purchase of Notes. Such Agent will communicate to such Issuing Trustthe Company, orally, each offer for the to purchase of Notes solicited by it on an agency basis basis, other than those offers rejected by such Agent. Such Agent shall have the right, in its discretion reasonably exercised, to reject any offer for the proposed purchase of Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. Such Issuing Trust The Company shall have the right to withdraw, cancel or modify any offer hereunder without notice and the sole right to accept offers to purchase the Notes and may accept or reject any such offer for the purchase of Notes, in whole or in partpart and any such rejection shall not be deemed a breach of its agreements contained herein. Such Agent shall make reasonable efforts to assist such Issuing Trust the Company in obtaining performance by each purchaser whose offer for the to purchase of Notes has been solicited by it on an agency basis and accepted by such Issuing Trustthe Company. Such Agent shall not have any liability to such Issuing Trust the Company in the event that any such purchase is not consummated for any reason. If such Issuing Trust the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has been solicited by an Agent on an agency basis and accepted by such Issuing Trustaccepted, then the Company shall (i) such Issuing Trust shall hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by such Issuing Trust the Company and (ii) the Issuing Trust shall be responsible to notwithstanding such default, pay to such Agent any commission to which such Agent it would otherwise be entitled absent such defaultentitled.

Solicitations as Agent. If agreed upon between an Agentamong a Dealer or Dealers, on the one hand, Trust and Global Funding and an Issuing Trust, on the other handCompany in the Distribution Agreement, then such AgentDealer(s), acting solely as an agent or agents for such Issuing the Trust and not as principal, will solicit offers for the purchase of the Notes. Such Agent Dealer(s) will communicate to such Issuing the Company and Trust, orallyorally or in writing, each offer for the purchase of Notes solicited by it on an agency basis other than those offers rejected by such AgentDealer(s). Such Agent Each such Dealer shall have the right, in its discretion reasonably exercised, to reject any offer for the purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. Such Issuing The Trust may accept or reject any offer for the purchase of the Notes, in whole or in part. Such Agent Each such Dealer shall make reasonable efforts to assist such Issuing the Trust in obtaining performance by each purchaser whose offer for the purchase of the Notes has been solicited by it on an agency basis and accepted by such Issuing the Trust. Such Agent Each such Dealer shall not have any liability to such Issuing the Trust or Company in the event that any such purchase is not consummated for any reason. If such Issuing the Trust shall default on its obligation to deliver Notes to a purchaser whose offer has been solicited by an Agent a Dealer on an agency basis and accepted by such Issuing the Trust, then (i) such Issuing the Trust and Company shall hold such Agent Dealer harmless against any loss, claim or damage arising from or as a result of such default by such Issuing the Trust. Any purchase of Notes from the Trust and (ii) the Issuing Trust by a Dealer as an agent shall be responsible to pay to such Agent any commission to which such Agent would otherwise be entitled absent such defaultmade in accordance with Section 5(b) hereof.

Solicitations as Agent. If agreed upon between an Agentthe Agent and the Seller, on the one hand, and Global Funding and an Issuing Trust, on the other hand, then such Agent, acting solely as an agent for such Issuing Trust the Seller and not as principal, will solicit offers for the purchase of the Direct Purchase Notes. Such The Agent will communicate to such Issuing Trustthe Seller, orally, each offer for the purchase of Direct Purchase Notes solicited by it on an agency basis other than those offers rejected by such the Agent. Such The Agent shall have the right, in its discretion reasonably exercised, to reject any offer for the purchase of Direct Purchase Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. Such Issuing Trust The Seller may accept or reject any offer for the purchase of Direct Purchase Notes, in whole or in part. Such The Agent shall make reasonable efforts to assist such Issuing Trust the Seller in obtaining performance by each purchaser whose offer for the purchase of Direct Purchase Notes has been solicited by it the Agent on an agency basis and accepted by such Issuing Trustthe Seller. Such The Agent shall not have any liability to such Issuing Trust the Seller in the event that any such purchase is not consummated for any reason. If such Issuing Trust the Seller shall default on its obligation to deliver Direct Purchase Notes to a purchaser whose offer has been solicited by an the Agent on an agency basis and accepted by such Issuing Trustthe Seller, then the Seller shall (i) such Issuing Trust shall hold such the Agent harmless against any loss, claim or damage arising from or as a result of such default by such Issuing Trust the Seller and (ii) the Issuing Trust shall be responsible to pay to such the Agent any commission to which such Agent it would otherwise be entitled absent such default; provided, that no such commission shall be payable in the event that the Seller's failure to deliver the Direct Purchase Notes results from the purchase of the Underwritten Notes as set forth in the Underwriting Agreement not having been consummated because the circumstances described in Section 7(d) of the Underwriting Agreement shall have occurred.

Solicitations as Agent. If agreed upon between an Agentthe Purchasing Agent and the Company, on the one hand, and Global Funding and an Issuing Trust, on the other hand, then such Purchasing Agent, acting solely as an agent for such Issuing Trust the Company and not as principal, will solicit offers for the purchase of Notes. Such The Purchasing Agent will communicate to such Issuing Trustthe Company, orally, each offer for the purchase of Notes solicited by it on an agency basis other than those offers rejected by such the Purchasing Agent. Such The Purchasing Agent shall have the right, in its discretion reasonably exercised, to reject any offer for the purchase of Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. Such Issuing Trust The Company may accept or reject any offer for the purchase of Notes, in whole or in part. Such The Purchasing Agent shall make reasonable efforts to assist such Issuing Trust the Company in obtaining performance by each purchaser whose offer for the purchase of Notes has been solicited by it on an agency basis and accepted by such Issuing Trustthe Company. Such The Purchasing Agent shall not have any liability to such Issuing Trust the Company in the event that any such purchase is not consummated for any reasonreason other than to repay the Company any commission paid to the Purchasing Agent with respect thereto. If such Issuing Trust the Company shall default on its obligation to deliver Notes to a purchaser whose offer has been solicited by an the Purchasing Agent on an agency basis and accepted by such Issuing Trustthe Company, then (i) such Issuing Trust the Company shall hold such the Purchasing Agent harmless against any loss, claim or damage arising from or as a result of such default by such Issuing Trust and (ii) the Issuing Trust shall be responsible to pay to such Agent any commission to which such Agent would otherwise be entitled absent such defaultCompany.