UK MiFIR Product Governance. Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:
UK MiFIR Product Governance. Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules: (a) each Underwriter which deems itself to be a manufacturer for the purposes of the UK MiFIR Product Governance Rules (each a “UK Manufacturer” and together the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Prospectus and any announcements in connection with the Securities; and (b) the Company and each Underwriter which is not a UK Manufacturer note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers and the related information set out in the Prospectus and any announcements in connection with the Securities.
UK MiFIR Product Governance. Solely for the purposes of Paragraph 3.2.7R regarding the responsibilities of UK Manufacturers under the Product Governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements”), each Underwriter acknowledges to each other Underwriter that it understands the responsibilities conferred upon the Underwriters subject to the UK Product Governance Requirements under the UK Product Governance Requirements relating to: (i) the target market for the Offer; (ii) the eligible distribution channels for dissemination of the Offer, each as set out in the Prospectus Supplement in relation to the Offer; and (iii) the requirement to carry out a product approval process. For the avoidance of doubt, this understanding and acknowledgement does not impose any additional obligations on those Underwriters that are not subject to the UK Product Governance Requirements.
UK MiFIR Product Governance. Each of the Underwriters agrees that a determination will be made in relation to each issue about whether, for the purpose of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”), any Underwriter subscribing for any Notes is a manufacturer in respect of such Notes, but that, otherwise, neither the Underwriters nor any of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PAYPAL HOLDINGS, INC. By /s/ Can Balcioglu Name: Xxx Xxxxxxxxx Title: Vice President, Treasurer Accepted: As of the date first written above BOFA SECURITIES, INC. DEUTSCHE BANK SECURITIES INC. XXXXXXX XXXXX & CO. LLC X.X. XXXXXX SECURITIES LLC For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. By: BofA Securities, Inc. By: /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Managing Director By: Deutsche Bank Securities Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director, DBSI By: Xxxxxxx Xxxxx & Co. LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director By: X.X. Xxxxxx Securities LLC By: /s/ Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director Schedule 1 Underwriter Principal Amount of 2034 Notes Principal Amount of 2054 Notes BofA Securities, Inc. $ 106,250,000 $ 50,000,000 Deutsche Bank Securities Inc. $ 106,250,000 $ 50,000,000 Xxxxxxx Xxxxx & Co. LLC $ 106,250,000 $ 50,000,000 X.X. Xxxxxx Securities LLC $ 106,250,000 $ 50,000,000 BNP Paribas Securities Corp. $ 56,100,000 $ 26,400,000 Citigroup Global Markets Inc. $ 56,100,000 $ 26,400,000 Xxxxxx Xxxxxxx & Co. LLC $ 56,100,000 $ 26,400,000 MUFG Securities Americas Inc. $ 56,100,000 $ 26,400,000 Xxxxx Fargo Securities, LLC $ 56,100,000 $ 26,400,000 Barclays Capital Inc. $ 8,500,000 $ 4,000,000 HSBC Securities (USA) Inc. $ 8,500,000 $ 4,000,000 Mizuho Securities USA LLC $ 8,500,000 $ 4,000,000 nabSecurities, LLC $ 8,500,000 $ 4,000,000 Oversea-Chinese Banking Corporation Limited $ 8,500,000 $ 4,000,000 RBC Capital Markets, LLC $ 8,500,000 $ 4,000,000 Santander US Capital Markets LLC $ 8,500,000 $ 4,000,000 Scotia Capital (USA) Inc. $ 8,500,000 $ 4,000,000 SMBC Nikko Securities America, Inc. $ 8,5...
