Common use of Solicitations as Agents Clause in Contracts

Solicitations as Agents. In connection with your actions as selling agents, you agree to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented, including by the applicable product supplement and/or the Free Writing Prospectus and/or final term sheet or pricing supplement. The Bank may from time to time offer Notes for sale otherwise than through an Agent. The Bank reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of instructions from the Bank, you will forthwith suspend solicitations of offers to purchase Notes from the Bank until such time as the Bank has advised you that such solicitation may be resumed. While such solicitation is suspended, the Bank shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the Notes, or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes until the Bank has delivered such certificates, opinions and letters as you may request. The Bank agrees to pay to you, as consideration for the sale of each security resulting from a solicitation made or an offer to purchase received by you in connection with an offering in which you were appointed as a selling agent, a commission in a form (which may be a discount from the price to public or a separate fee) and amount to be agreed upon and as specified in the Free Writing Prospectus or pricing supplement relating to such Notes. Without the prior approval of the Bank, no Agent (acting on an agency basis) may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any Notes. You shall communicate to the Bank, orally or in writing, each offer to purchase Notes received by you as agent that in your judgment should be considered by the Bank. The Bank shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Notes that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).

Solicitations as Agents. In connection with your actions as selling agents, you agree to use reasonable efforts to solicit offers to purchase Notes Securities upon the terms and conditions set forth in the Prospectus as then amended or supplemented, including by the applicable product supplement and/or the Free Writing Prospectus and/or final term sheet or pricing supplement. The Bank may from time to time offer Notes Securities for sale otherwise than through an Agent. The Bank reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase NotesSecurities. Upon receipt of instructions from the Bank, you will forthwith suspend solicitations of offers to purchase Notes Securities from the Bank until such time as the Bank has advised you that such solicitation may be resumed. While such solicitation is suspended, the Bank shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the NotesSecurities, or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes Securities until the Bank has delivered such certificates, opinions and letters as you may request. The Bank agrees to pay to you, as consideration for the sale of each security resulting from a solicitation made or an offer to purchase received by you in connection with an offering in which you were appointed as a selling agent, a commission in a form (which may be a discount from the price to public or a separate fee) and amount to be agreed upon and as specified in the Free Writing Prospectus or pricing supplement relating to such NotesSecurities. Without the prior approval of the Bank, no Agent (acting on an agency basis) may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any NotesSecurities. You shall communicate to the Bank, orally or in writing, each offer to purchase Notes Securities received by you as agent that in your judgment should be considered by the Bank. The Bank shall have the sole right to accept offers to purchase Notes Securities and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Notes Securities that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes Securities sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).

Solicitations as Agents. In connection with your actions as selling agents, you agree to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented, including by the any applicable product supplement and/or the Free Writing Prospectus and/or final term sheet or pricing supplementProspectus. The Bank may from time to time offer Notes for sale otherwise than through an Agent. The Bank reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of instructions from the Bank, you will forthwith suspend solicitations of offers to purchase Notes from the Bank until such time as the Bank has advised you that such solicitation may be resumed. While such solicitation is suspended, the Bank shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the Notes, or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes until the Bank has delivered such certificates, opinions and letters as you may request. The Bank agrees to pay to you, as consideration for the sale of each security resulting from a solicitation made or an offer to purchase received by you in connection with an offering in which you were appointed as a selling agent, a commission in a form (which may be a discount from the price to public or a separate fee) and amount to be agreed upon and as specified in the Free Writing Prospectus or pricing supplement relating to such Notes. Without the prior approval of the Bank, no Agent (acting on an agency basis) may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any Notes. You shall communicate to the Bank, orally or in writing, each offer to purchase Notes received by you as agent that in your judgment should be considered by the Bank. The Bank shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Notes that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).

Solicitations as Agents. In connection with your actions as selling agents, you agree to use reasonable efforts to solicit offers to purchase Notes Securities upon the terms and conditions set forth in the Prospectus as then amended or supplemented, including by the applicable product supplement and/or the Free Writing Prospectus and/or final term sheet or pricing supplementPricing Supplement. The Bank Company may from time to time offer Notes Securities for sale otherwise than through an Agent. The Bank Company reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase NotesSecurities. Upon receipt of instructions from the BankCompany, you will forthwith suspend solicitations of offers to purchase Notes Securities from the Bank Company until such time as the Bank Company has advised you that such solicitation may be resumed. While such solicitation is suspended, the Bank Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the Notes, Securities or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes Securities until the Bank Company has delivered such certificates, opinions and letters as you may request. The Bank Company agrees to pay to you, as consideration for the sale of each security Security resulting from a solicitation made or an offer to purchase received by you in connection with an offering in which you were appointed as a selling agent, a commission compensation in a form (which may be a discount from the price to public or a separate fee) and an amount to be agreed upon and as specified in the Free Writing Prospectus or pricing supplement relating to such Notesupon. Without the prior approval of the BankCompany, no Agent (acting on an agency basis) may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any NotesSecurities. You shall communicate to the BankCompany, orally or in writing, each offer to purchase Notes Securities received by you as agent that in your judgment should be considered by the BankCompany. The Bank Company shall have the sole right to accept offers to purchase Notes Securities and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Notes Securities that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes Securities sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). Notwithstanding anything contained in this Agreement to the contrary, no Agent acting under this Section 2(a) shall engage a dealer to participate in a distribution of Securities pursuant to any selected dealer agreement or similar documentation without the prior consent of the Company. Notwithstanding the forgoing, broker-dealer affiliates of BofAS may participate in offerings of the Securities, provided that BofAS will be obligated to ensure that such affiliates sell Securities only according to the terms and conditions of this Agreement and any other agreements entered into by the Company and BofAS.

Solicitations as Agents. In connection with your actions as selling agents, you agree to use reasonable efforts to solicit offers to purchase Notes Securities upon the terms and conditions set forth in the Prospectus as then amended or supplemented, including by the applicable product supplement and/or the Free Writing Prospectus and/or final term sheet or pricing supplementPricing Supplement. The Bank Company may from time to time offer Notes Securities for sale otherwise than through an Agent. The Bank Company reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase NotesSecurities. Upon receipt of instructions from the BankCompany, you will forthwith suspend solicitations of offers to purchase Notes Securities from the Bank Company until such time as the Bank Company has advised you that such solicitation may be resumed. While such solicitation is suspended, the Bank Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the Notes, Securities or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes Securities until the Bank Company has delivered such certificates, opinions and letters as you may request. The Bank Company agrees to pay to you, as consideration for the sale of each security Security resulting from a solicitation made or an offer to purchase received by you in connection with an offering in which you were appointed as a selling agent, a commission compensation in a form (which may be a discount from the price to public or a separate fee) and an amount to be agreed upon and as specified in the Free Writing Prospectus or pricing supplement relating to such Notesupon. Without the prior approval of the BankCompany, no Agent (acting on an agency basis) may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any NotesSecurities. You shall communicate to the BankCompany, orally or in writing, each offer to purchase Notes Securities received by you as agent that in your judgment should be considered by the BankCompany. The Bank Company shall have the sole right to accept offers to purchase Notes Securities and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Notes Securities that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes Securities sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). Notwithstanding anything contained in this Agreement to the contrary, no Agent acting under this Section 2(a) shall engage a dealer to participate in a distribution of Securities pursuant to any selected dealer agreement or similar documentation without the prior consent of the Company. Notwithstanding the forgoing, broker-dealer affiliates of Xxxxxxx Xxxxx may participate in offerings of the Securities, provided that Xxxxxxx Xxxxx will be obligated to ensure that such affiliates sell Securities only according to the terms and conditions of this Agreement and any other agreements entered into by the Company and Xxxxxxx Xxxxx.

Solicitations as Agents. In connection with your actions as selling agents, you agree to use reasonable efforts to solicit offers to purchase Notes Securities upon the terms and conditions set forth in the Prospectus as then amended or supplemented, including by the applicable product supplement and/or the Free Writing Prospectus and/or final term sheet or pricing supplementPricing Supplement. The Bank Company may from time to time offer Notes Securities for sale otherwise than through an Agent. The Bank Company reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase NotesSecurities. Upon receipt of instructions from the BankCompany, you will forthwith suspend solicitations of offers to purchase Notes Securities from the Bank Company until such time as the Bank Company has advised you that such solicitation may be resumed. While such solicitation is suspended, the Bank Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the Notes, Securities or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes Securities until the Bank Company has delivered such certificates, opinions and letters as you may request. The Bank Company agrees to pay to you, as consideration for the sale of each security Security resulting from a solicitation made or an offer to purchase received by you in connection with an offering in which you were appointed as a selling agent, a commission compensation in a form (which may be a discount from the price to public or a separate fee) and an amount to be agreed upon and as specified in the Free Writing Prospectus or pricing supplement relating to such Notesupon. Without the prior approval of the BankCompany, no Agent (acting on an agency basis) may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any NotesSecurities. You shall communicate to the BankCompany, orally or in writing, each offer to purchase Notes Securities received by you as agent that in your judgment should be considered by the BankCompany. The Bank Company shall have the sole right to accept offers to purchase Notes Securities and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Notes Securities that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes Securities sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). Notwithstanding anything contained in this Agreement to the contrary, no Agent acting under this Section 2(a) shall engage a dealer to participate in a distribution of Securities pursuant to any selected dealer agreement or similar documentation without the prior consent of the Company. Notwithstanding the forgoing, broker-dealer affiliates of Mxxxxxx Lxxxx may participate in offerings of the Securities, provided that Mxxxxxx Lxxxx will be obligated to ensure that such affiliates sell Securities only according to the terms and conditions of this Agreement and any other agreements entered into by the Company and Mxxxxxx Lxxxx.

Solicitations as Agents. In connection with your actions as selling agents, you agree to use reasonable efforts to solicit offers to purchase Notes Securities upon the terms and conditions set forth in the Prospectus as then amended or supplemented, including by the any applicable product supplement and/or the Free Writing Prospectus and/or final term sheet or pricing supplementProspectus. The Bank may from time to time offer Notes Securities for sale otherwise than through an Agent. The Bank reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase NotesSecurities. Upon receipt of instructions from the Bank, you will forthwith suspend solicitations of offers to purchase Notes Securities from the Bank until such time as the Bank has advised you that such solicitation may be resumed. While such solicitation is suspended, the Bank shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the NotesSecurities, or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes Securities until the Bank has delivered such certificates, opinions and letters as you may request. The Bank agrees to pay to you, as consideration for the sale of each security resulting from a solicitation made or an offer to purchase received by you in connection with an offering in which you were appointed as a selling agent, a commission in a form (which may be a discount from the price to public or a separate fee) and amount to be agreed upon and as specified in the Free Writing Prospectus or pricing supplement relating to such NotesSecurities. Without the prior approval of the Bank, no Agent (acting on an agency basis) may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any NotesSecurities. You shall communicate to the Bank, orally or in writing, each offer to purchase Notes Securities received by you as agent that in your judgment should be considered by the Bank. The Bank shall have the sole right to accept offers to purchase Notes Securities and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Notes Securities that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes Securities sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).

Solicitations as Agents. In connection with your actions as selling agents, you agree to use reasonable efforts to solicit offers to purchase Notes Securities upon the terms and conditions set forth in the Prospectus as then amended or supplemented, including by the applicable product supplement and/or the Free Writing Prospectus and/or final term sheet or pricing supplementPricing Supplement. The Bank Company may from time to time offer Notes Securities for sale otherwise than through an Agent. The Bank Company reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase NotesSecurities. Upon receipt of instructions from the BankCompany, you will forthwith suspend solicitations of offers to purchase Notes Securities from the Bank Company until such time as the Bank Company has advised you that such solicitation may be resumed. While such solicitation is suspended, the Bank Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the Notes, Securities or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes Securities until the Bank Company has delivered such certificates, opinions and letters as you may request. The Bank Company agrees to pay to you, as consideration for the sale of each security Security resulting from a solicitation made or an offer to purchase received by you in connection with an offering in which you were appointed as a selling agent, a commission compensation in a form (which may be a discount from the price to public or a separate fee) and an amount to be agreed upon and as specified in the Free Writing Prospectus or pricing supplement relating to such Notesupon. Without the prior approval of the BankCompany, no Agent (acting on an agency basis) may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any NotesSecurities. You shall communicate to the BankCompany, orally or in writing, each offer to purchase Notes Securities received by you as agent that in your judgment should be considered by the BankCompany. The Bank Company shall have the sole right to accept offers to purchase Notes Securities and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Notes Securities that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes Securities sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). Notwithstanding anything contained in this Agreement to the contrary, no Agent acting under this Section 2(a) shall engage a dealer to participate in a distribution of Securities pursuant to any selected dealer agreement or similar documentation without the prior consent of the Company.

Solicitations as Agents. In connection with your actions as selling agents, you agree to use reasonable efforts to solicit offers to purchase Notes Securities upon the terms and conditions set forth in the Prospectus as then amended or supplemented, including by the applicable product supplement and/or the Free Writing Prospectus and/or final term sheet or pricing supplement. The Bank Company may from time to time offer Notes Securities for sale otherwise than through an Agent. The Bank Company reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase NotesSecurities. Upon receipt of instructions from the BankCompany, you will forthwith suspend solicitations of offers to purchase Notes Securities from the Bank Company until such time as the Bank Company has advised you that such solicitation may be resumed. While such solicitation is suspended, the Bank Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the NotesSecurities, or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes Securities until the Bank Company has delivered such certificates, opinions and letters as you may request. The Bank Company agrees to pay to you, as consideration for the sale of each security Security resulting from a solicitation made or an offer to purchase received by you in connection with an offering in which you were appointed as a selling agent, a commission compensation in a form (which may be a discount from the price to public or a separate fee) and an amount to be agreed upon and as specified in the Free Writing Prospectus or pricing supplement relating to such Notesupon. Without the prior approval of the BankCompany, no Agent (acting on an agency basis) may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any NotesSecurities. You shall communicate to the BankCompany, orally or in writing, each offer to purchase Notes Securities received by you as agent that in your judgment should be considered by the BankCompany. The Bank Company shall have the sole right to accept offers to purchase Notes Securities and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Notes Securities that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes Securities sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). Notwithstanding anything contained in this Agreement to the contrary, no Agent shall engage a dealer to participate in a distribution of Securities pursuant to any selected dealer agreement or similar documentation without the prior consent of the Company.

Solicitations as Agents. In connection with your actions as selling agentsagent hereunder, you agree to use reasonable efforts to solicit offers to purchase Notes Program Securities upon the terms and conditions set forth in the Prospectus as then amended or supplemented, including by the applicable product supplement and/or the Free Writing Prospectus and/or final term sheet or pricing supplement. The Bank may from time to time offer Notes for sale otherwise than through an Agent. The Bank Company reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase NotesProgram Securities. Upon receipt of instructions at least one business day’s prior notice from the BankCompany, you will forthwith suspend solicitations of offers to purchase Notes Program Securities from the Bank Company until such time as the Bank Company has advised you that such solicitation may be resumed. While such solicitation is suspended, the Bank Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, however, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) in the specific terms case of Notes issued alone or as part of a Unit, a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes, (ii) in the case of Units, a change in the exercise price, exercise date or period or expiration of an underlying Warrant or a change in the settlement date or purchase or sale price of an underlying Purchase Contract or (iiiii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes Program Securities until the Bank Company has delivered such certificates, opinions and letters as you may request. The Bank Company agrees to pay to you, as consideration for the sale of each security Program Security resulting from a solicitation made or an offer to purchase received by you in connection with an offering in which you were appointed as a selling agentyou, a commission in a the form (which may be of a discount from the purchase price of such Program Security equal to public between .125% and .750% (depending upon such Note’s maturity or, in the case of Units, any underlying Note’s maturity or the terms of the Units and of the securities comprised by such Units) of the principal amount of such Note or, in the case of Units, the face amount of such Unit (provided that the commission for Notes having, or Units including Notes or other securities having, a separate feematurity of 30 years or greater will be negotiated) and amount to or such other discount as may be agreed upon and as specified in the Free Writing Prospectus or pricing supplement Supplement relating to such Notes. Without the prior approval of the Bank, no Agent (acting on an agency basis) may reallow any portion of the commission payable pursuant hereto to dealers Note or purchasers in connection with the offer and sale of any NotesUnit. You shall communicate to the BankCompany, orally or in writing, each offer to purchase Notes Program Securities received by you as agent that in your judgment should be considered by the BankCompany. The Bank Company shall have the sole right to accept offers to purchase Notes Program Securities and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Notes Program Securities that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes Program Securities sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).

Solicitations as Agents. In connection with your actions On the basis of the representations and warranties herein contained, but subject to the terms and conditions set forth herein and in the Prospectus, when agreed by the Company and one or more Agents, each such Agent, as selling agentsan agent of the Company, you agree to will use its reasonable efforts to solicit offers to purchase the Notes upon terms acceptable to the terms Company at such times and conditions set forth in such amounts as the Prospectus as then amended or supplemented, including by the applicable product supplement and/or the Free Writing Prospectus and/or final term sheet or pricing supplement. The Bank may Company shall from time to time offer specify. All Notes for sale sold through one or more Agents as agents will be sold at 100% of their principal amount unless otherwise than through an Agentagreed to by the Company and such Agent or Agents. The Bank Company reserves the right, in its sole discretion, to instruct you to suspend solicitation of purchases of the Notes through the Agents, as agents, commencing at any time, time for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of instructions from the BankCompany, you the Agents will forthwith suspend solicitations solicitation of offers to purchase Notes purchases from the Bank Company until such time as the Bank Company has advised you the Agents that such solicitation may be resumed. While such solicitation is suspended, the Bank Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c)pursuant to Section 7 hereof; provided, however, that if the Registration Statement Company shall thereafter advise the Agents that such solicitation may be resumed, the Company shall deliver or Prospectus cause to be delivered to each Agent any certificate, opinion or letter that is amended or supplemented requested by such Agent and that would have been required during the period of suspension (other than were it not for this paragraph, except that if, during the period of suspension, the Company shall have filed an Annual Report on Form 10-K, no Agent shall be entitled to receive any such certificate, opinion or letter relating to amendments or supplements to the Registration Statement or the Prospectus made by an amendment or supplement providing solely for (i) means of any filing by the specific terms Company pursuant to the 1934 Act prior to the date of filing of such Annual Report on Form 10-K; and provided, further, that if, at the Notestime such solicitation is suspended, or (ii) for a change you deem any Agent owns Notes purchased by it as principal pursuant to be immaterial)this Agreement, you the Company shall not be required to resume soliciting offers continue to purchase Notes until the Bank has delivered deliver such certificates, opinions and letters to such Agent during the period of suspension until the earlier of (i) such time as you may requestsuch Agent no longer owns any of such Notes or (ii) 180 days from the last date on which any of such Notes were purchased from the Company by such Agent (except that the Company shall, at the request of such Agent, deliver such certificates, opinions and letters after the date specified in clause (ii), but not after the date specified in clause (i), if such Agent, notwithstanding the provisions of Section 10, pays all expenses incident to the preparation and delivery of the certificates, opinions and letters that the Company is required to deliver solely as a consequence of this parenthetical). The Bank Company agrees to pay each Agent a commission, in the form of a discount, equal to you, as consideration for the sale applicable percentage of the principal amount of each security resulting from Note sold by the Company as a result of a solicitation made or an offer to purchase received by you in connection with an offering in which you were appointed as a selling agent, a commission in a form (which may be a discount from the price to public or a separate fee) and amount to be agreed upon and as specified in the Free Writing Prospectus or pricing supplement relating to such Notes. Without the prior approval of the Bank, no Agent (acting on an agency basis) may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any Notes. You shall communicate to the Bank, orally or in writing, each offer to purchase Notes received by you as agent that in your judgment should be considered by the Bank. The Bank shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Notes that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined)Schedule A hereto.

Solicitations as Agents. In connection with your actions On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each Agent agrees, as selling agentsan agent of the Company, you agree to use reasonable its best efforts to solicit offers to purchase the Notes upon the terms and subject to the conditions set forth herein and in the Prospectus. Without the prior written consent of the Company, the Agents are not authorized to appoint sub-agents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes; provided, that without the Company's consent, the Agents may solicit offers to purchase the Notes from other brokers or dealers. In connection with the solicitation of offers to purchase Notes, without the prior consent of the Company, the Agents are not authorized to provide any written information relating to the Company [or Disney] to any prospective purchaser other than the Prospectus and the Incorporated Documents. Each Agent will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes from the Company has been solicited by such Agent, as then amended or supplementedagent, including and accepted by the applicable product supplement and/or Company, but such Agent shall not have any liability to the Free Writing Prospectus and/or final term sheet or pricing supplementCompany in the event any such purchase is not consummated for any reason. The Bank may from time to time offer Notes for sale otherwise than through an Agent. The Bank Company reserves the right, in its sole discretion, to instruct you suspend the solicitation of offers to suspend purchase the Notes through the Agents commencing at any time, time for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of instructions from the BankCompany, you will forthwith the Agents will, as soon as possible, suspend solicitations the solicitation of offers to purchase the Notes from the Bank Company until such time as the Bank Company has advised you the Agents that such solicitation may be resumed. While such solicitation is suspended, the Bank shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the Notes, or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes until the Bank has delivered such certificates, opinions and letters as you may request. The Bank Company agrees to pay each Agent a commission, which such Agent is hereby authorized to you, as consideration for deduct from the sale sales proceeds of each security resulting from Note sold by the Company as a result of a solicitation made or an offer by such Agent, equal to purchase received by you the applicable percentage of the principal amount of each such Note, as set forth in connection with an offering in which you were appointed as a selling agent, a commission in a form (which may be a discount from the price to public or a separate fee) and amount to be agreed upon and as specified in the Free Writing Prospectus or pricing supplement relating to such NotesExhibit A hereto. Without the prior approval consent of the BankCompany, no Agent (acting on an agency basis) may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any Notes. You As an agent, each Agent is authorized, except during periods of suspension as provided in this Agreement, to solicit offers to purchase the Notes. Each Agent shall communicate to the BankCompany, orally or in writing, each reasonable offer to purchase Notes received by you such Agent, as agent that in your judgment should be considered by the Bankagent. The Bank shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. You Each Agent shall have the right in its discretion reasonably exercised to reject any offer to purchase the Notes that you consider to be unacceptablereceived by such Agent which it does not deem reasonable, and any such rejection shall not be deemed a breach of your such Agent's agreements contained herein. The procedural details relating Company shall have the sole right to accept offers to purchase the Notes and may reject any such offer in whole or in part, and any such rejection shall not be deemed to be a breach of any agreement of the Company contained herein. The purchase price, interest rate, maturity date and other terms of the Notes agreed upon by the Company shall be set forth in a pricing supplement to the issue and delivery Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes (a "Pricing Supplement"). Except as may be otherwise provided in any Pricing Supplement, each Note will be issued in the denomination of U.S. $1,000 or any amount in excess thereof which is an integral multiple of U.S. $1,000. The Pricing Supplement may be in the form of a Term Sheet. All Notes will be sold at 100% of their principal amount unless otherwise agreed to by you the Company. Each Agent acknowledges and agrees that any funds which such Agent receives in respect of a purchase of Notes, which purchase has been solicited by such Agent, as agent of the Compa- ny, will be received, held and disposed of by such Agent, as agent of the payment therefor shall be Company, subject to the right of such Agent to deduct from the sale proceeds the applicable commission as set forth on Exhibit A hereto. If requested by a prospective purchaser of Notes denominated in a currency other than U.S. dollars, the Administrative Procedures (Agent soliciting the offer to purchase will use its reasonable efforts to arrange for the conversion of U.S. dollars into such currency to enable the purchaser to pay for such Notes. Such requests must be made on or before the fifth Business Day preceding the date of delivery of the Notes, or by such other dates as hereinafter defined)determined by such Agent. Each such conversion will be made by the relevant Agent on such terms and subject to such conditions, limitations and charges as such Agent may from time to time establish in accordance with its regular foreign exchange practice. All costs of exchange will be borne by purchasers of the Notes.

Solicitations as Agents. In connection with your actions On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each Agent agrees, as selling agentsan agent of the Company, you agree to use reasonable its best efforts to solicit offers to purchase the Notes upon the terms and subject to the conditions set forth herein and in the Prospectus as then amended or supplemented, including by the applicable product supplement and/or the Free Writing Prospectus and/or final term sheet or pricing supplementProspectus. The Bank may from time Agents are not authorized to time appoint sub-agents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes for sale otherwise as agents. In connection with the solicitation of offers to purchase Notes, the Agents are not authorized to provide any written information relating to the Company to any prospective purchaser other than through an Agentthe Prospectus and the Incorporated Documents. The Bank Company reserves the right, in its sole discretion, to instruct you suspend solicitation of offers to suspend purchase the Notes commencing at any time, time for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of instructions from the BankCompany, you the Agents will forthwith suspend solicitations solicitation of offers to purchase the Notes from the Bank Company until such time as the Bank Company has advised you the Agents that such solicitation may be resumed. While such solicitation is suspended, the Bank shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the Notes, or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes until the Bank has delivered such certificates, opinions and letters as you may request. The Bank Company agrees to pay each Agent a commission, which such Agent is hereby authorized to you, as consideration for deduct from the sale sales proceeds of each security resulting from Note sold by the Company as a result of a solicitation made or an offer by such Agent, equal to purchase received by you the applicable percentage of the principal amount of each such Note, as set forth in connection with an offering in which you were appointed as a selling agent, a commission in a form (which may be a discount from the price to public or a separate fee) and amount to be agreed upon and as specified in the Free Writing Prospectus or pricing supplement relating to such NotesExhibit A hereto. Without the prior approval consent of the BankCompany, no Agent (acting on an agency basis) may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any Notes as agents. As an agent, each Agent is authorized, except during periods of suspension as provided in this Agreement, to solicit offers to purchase the Notes. You Each Agent shall communicate to the BankCompany, orally or in writing, each reasonable offer to purchase Notes received by you such Agent, as agent that in your judgment should be considered by the Bankagent. The Bank shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. You Each Agent shall have the right in its discretion reasonably exercised to reject any offer to purchase the Notes received by such Agent that you consider to be unacceptableit does not deem reasonable, and any such rejection shall not be deemed a breach of your such Agent's agreements contained herein. The procedural details relating Company shall have the sole right to accept offers to purchase the issue Notes and delivery may reject any such offer in whole or in part, and any such rejection shall not be deemed to be a breach of any agreement of the Company contained herein. The purchase price, interest rate, maturity date and other terms of the Notes sold agreed upon by you as agent and the payment therefor Company shall be as set forth in a pricing supplement to the Administrative Procedures Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes (a "Pricing Supplement"). All Notes will be issued at 100% of their principal amount, unless otherwise agreed to by the Company. Each Agent acknowledges and agrees that any funds which such Agent receives in respect of a purchase of Notes, which purchase has been solicited by such Agent, as hereinafter defined)agent of the Company, will be received, held and disposed of by such Agent, as agent of the Company.