Common use of Solicitations as Agents Clause in Contracts

Solicitations as Agents. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed upon by the Company and an Agent, such Agent, as an agent of the Company, will use its reasonable efforts to solicit offers for the purchase of Notes upon the terms and conditions set forth in the Prospectus. The Agents are not authorized to appoint sub-agents with respect to Notes sold through them as agent. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes through the Agents, as agents, commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, the Agents will forthwith suspend solicitation of purchases from the Company until such time as the Company has advised the Agents that such solicitation may be resumed. The Company agrees to pay each Agent a commission, in the form of a discount or otherwise as agreed to by the Company and the Agents, equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by such Agent as set forth in Schedule A hereto; provided, however, that the Company shall only be obligated to pay one such fee with respect to any particular Note so sold. The purchase price, interest rate, maturity date and other terms of the Notes shall be agreed upon by the Company and the Agents and set forth in a pricing supplement to the Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes. Except as may be otherwise provided in such supplement to the Prospectus, the Notes will be issued in denominations of $1,000 and integral multiples thereof. All Notes sold through the Agents as agents will be sold at 100% of their principal amount unless otherwise agreed to by the Company and the Agents.

Solicitations as Agents. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Agents agree, when agreed upon by the Company and an Agent, such Agent, acting as an agent agents of the Company, will to use its their reasonable efforts to solicit offers for to purchase the purchase of Notes upon the terms and conditions set forth herein and in the Prospectus. The Agents are not authorized to appoint sub-agents with respect to Notes sold through them as agent. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes through the Agents, as agents, commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, the Agents will forthwith suspend solicitation of purchases from the Company until such time as the Company has advised the Agents that such solicitation may be resumed. The Company agrees to pay each Agent a commission, in the form of a discount or otherwise as agreed to by the Company and the Agents, equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by such Agent as set forth in Schedule A hereto; provided, however, that the Company shall only be obligated to pay one such fee with respect to any particular Note so sold. The purchase price, interest rate, maturity date and other terms of the Notes shall be agreed upon by the Company and the Agents and set forth in a pricing supplement to the Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes. Except as may be otherwise provided in such supplement to the Prospectus, the Notes will be issued in denominations of $1,000 and integral multiples thereof. All Notes sold through the Agents as agents will be sold at 100% of their principal amount unless otherwise agreed to by the Company and the Agents.

Solicitations as Agents. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed upon by the Company and an Agent, such Agent, as an agent of the Company, will use its reasonable efforts to solicit offers for the purchase of Notes upon the terms and conditions set forth in the Prospectus. The Agents are not authorized to appoint sub-agents with respect to Notes sold through them as agent. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes through the Agents, as agents, commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, the Agents will forthwith suspend solicitation of purchases from the Company until such time as the Company has advised the Agents that such solicitation may be resumed. The Company agrees to pay each Agent a commission, in the form of a discount or otherwise as agreed to by the Company and the Agents, equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by such Agent as set forth in Schedule A hereto; provided, however, that the Company shall only be obligated to pay one such fee with respect to any particular Note so sold. The purchase price, interest rate, maturity date and other terms of the Notes shall be agreed upon by the Company and the Agents and set forth in a pricing supplement to the Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes. Except as may be otherwise provided in such supplement to the Prospectus, the Notes will be issued in denominations of $1,000 and integral multiples thereof. All Notes sold through the Agents as agents will be sold at 100% of their principal amount unless otherwise agreed to by the Company and the Agents.

Solicitations as Agents. (a) On the basis of the representations and warranties herein containedcontained herein, but subject to the terms and conditions herein set forth, when agreed upon by the Company and an Agent, such Agenteach Agent agrees, as an a non-exclusive agent of the Company, will to use its reasonable best efforts to solicit offers for to purchase the purchase of Notes upon the terms and conditions set forth in the Prospectus. The Agents are No Agent shall otherwise employ, pay or compensate any other person to solicit offers to purchase the Notes or to perform any of its functions as agent without the prior written consent of the Company, which consent shall not authorized to appoint sub-agents with respect to Notes sold through them as agent. be unreasonably withheld. (b) The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of offers to purchase the Notes through the Agents, as agents, commencing at any time for any a period of time or permanently. Upon receipt of instructions at least one business day's notice from the Company, the Agents will forthwith suspend solicitation of purchases offers to purchase the Notes from the Company until such time as the Company has advised the Agents that such solicitation may be resumed. The Company agrees to pay each Agent a commission, in For the form of a discount or otherwise as agreed to by the Company and the Agents, equal to the applicable percentage purpose of the principal amount foregoing sentence, "business day" shall mean any day which is not a Saturday or Sunday and which in New York City is not a day on which banking institutions are generally authorized or obligated by law to close. (c) Promptly upon the closing of each Note the sale of any Notes sold by the Company as a result of a solicitation made by an Agent, the Company agrees to pay such Agent as a commission in accordance with the schedule relating to the Notes set forth in Schedule Exhibit A hereto; provided. (d) The Agents are authorized to solicit offers to purchase the Notes only in denominations of $100,000 or any amount in excess thereof which is an integral multiple of $1,000, howeverat a purchase price equal to 100% of the principal amount thereof or such other purchase price as shall be specified by the Company. Each Agent shall communicate to the Company, that orally or in writing, each reasonable offer to purchase Notes received by it as an Agent. 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 right, in its discretion reasonably exercised, to reject any offer to purchase the Notes received by it in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. (e) Administrative procedures respecting the sale of Notes hereunder shall be agreed upon from time to time by the Agents and the Company shall only be obligated to pay one such fee with respect to any particular Note so sold(the "Procedures"). The purchase price, interest rate, maturity date and other terms of Procedures shall include those procedures for the Notes set forth in Exhibit B hereto. Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures. (f) The documents required to be delivered by Section 5 hereof shall be delivered at the offices of Winthrop, Stimson, Putn▇▇ & ▇obe▇▇▇, ▇▇e ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇t later than 10:00 A.M., New York City time on the date hereof or at such other date or time as may be mutually agreed upon by the Company and the Agents and set forth Agents, which in a pricing supplement to no event shall be later than the Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes. Except as may be otherwise provided in such supplement to the Prospectus, the Notes will be issued in denominations of $1,000 and integral multiples thereof. All Notes sold through time at which the Agents as agents will be sold at 100% initially commence solicitations of their principal amount unless otherwise agreed offers to by purchase Notes hereunder (the Company and the Agents"Closing Date").

Solicitations as Agents. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed upon by the Company and an the Purchasing Agent, such the Purchasing Agent, as an agent of the Company, will use its reasonable efforts to solicit offers for the purchase of Notes upon the terms and conditions set forth in the Prospectus. The Agents are not authorized to appoint sub-agents with respect to Notes sold through them as agent. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes through the AgentsPurchasing Agent, as agentsagent, commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, the Agents Purchasing Agent will forthwith suspend solicitation of purchases from the Company until such time as the Company has advised the Agents Purchasing Agent that such solicitation may be resumed. The Company agrees to pay each the Purchasing Agent a commission, in the form of a discount or otherwise as agreed to by the Company and the AgentsPurchasing Agent, equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by such the Purchasing Agent as set forth in Schedule A hereto; provided, however, that the Company shall only be obligated to pay one such fee with respect to any particular Note so sold. The purchase price, interest rate, maturity date and other terms of the Notes shall be agreed upon by the Company and the Agents Purchasing Agent and set forth in a pricing supplement to the Prospectus to be prepared prior to or following each acceptance by the Company of an offer for the purchase of Notes. Except as may be otherwise provided in such supplement to the Prospectus, the Notes will be issued in denominations of $1,000 and integral multiples thereof. All Notes sold through the Agents Purchasing Agent as agents agent will be sold at 100% of their principal amount unless otherwise agreed to by the Company and the AgentsPurchasing Agent.

Solicitations as Agents. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed upon by the Company and an Agent, such Agenteach Agent agrees, as an agent of the Company, will to use its reasonable best efforts to solicit offers for to purchase the purchase of Notes upon the terms and subject to the conditions set forth herein and in the Prospectus. The 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 respect the offer or sale of the Notes; provided, that without the Company's consent, the Agents may solicit offers to purchase the Notes sold through them 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 agent, and accepted by the Company, but such Agent shall not have any liability to the Company in the event any such purchase is not consummated for any reason. The Company reserves the right, in its sole discretion, to suspend the solicitation of purchases of offers to purchase the Notes through the Agents, as agents, Agents commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, the Agents will forthwith will, as soon as possible, suspend the solicitation of purchases offers to purchase the Notes from the Company until such time as the Company has advised the Agents that such solicitation may be resumed. The Company agrees to pay each Agent a commission, in which such Agent is hereby authorized to deduct from the form of a discount or otherwise as agreed to by the Company and the Agents, equal to the applicable percentage of the principal amount sales proceeds of each Note sold by the Company as a result of a solicitation made by such Agent Agent, equal to the applicable percentage of the principal amount of each such Note, as set forth in Schedule Exhibit A hereto; provided. Without the consent of the Company, howeverno Agent 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 an agent, that 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 Company, orally or in writing, each reasonable offer to purchase Notes received by such Agent, as agent. Each Agent shall have the right in its discretion reasonably exercised to reject any offer to purchase the Notes received by such Agent which it does not deem reasonable, and any such rejection shall not be deemed a breach of such Agent's agreements contained herein. 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, and any such rejection shall not be deemed to be a breach of any agreement of the Company shall only be obligated to pay one such fee with respect to any particular Note so soldcontained herein. The purchase price, interest rate, maturity date and other terms of the Notes shall be agreed upon by the Company and the Agents and shall be set forth in a pricing supplement to the Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of NotesNotes (a "Pricing Supplement"). Except as may be otherwise provided in such supplement to the Prospectusany Pricing Supplement, the Notes each Note will be issued in denominations the denomination of U.S. $1,000 and or any amount in excess thereof which is an integral multiples thereofmultiple of U.S. $1,000. The Pricing Supplement may be in the form of a Term Sheet. All Notes sold through the Agents as agents will be sold at 100% of their principal amount unless otherwise agreed to by the Company 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 AgentsCompa- ny, will be received, held and disposed of by such Agent, as agent of the 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 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 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.