Common use of Administrative Procedure Clause in Contracts

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Distribution Agreement, dated June 13, 2005 (the “Distribution Agreement”), between Exxxx Corporation, an Ohio corporation (the “Company”), and Gxxxxxx, Sxxxx & Co., J.X. Xxxxxx Securities Inc., Citigroup Global Markets Inc. and McDonald Investments Inc. (the “Agents”), to which this Administrative Procedure is attached as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus or the Indenture. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”) or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable pricing supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Amended and Restated Distribution Agreement, dated June 13•, 2005 2007 (the “Amended Distribution Agreement”), between Exxxx CorporationAmerican International Group, an Ohio corporation Inc. (the “Company”)) and the Agents listed in Annex VI (individually, an “Agent” and Gxxxxxxcollectively, Sxxxx & Co., J.X. Xxxxxx Securities Inc., Citigroup Global Markets Inc. and McDonald Investments Inc. (the “Agents”), to which this Administrative Procedure is attached as Annex II. Attachment A. Defined terms used herein and not defined herein shall have the meanings given such terms in the Amended Distribution Agreement, the Prospectus as amended or supplemented or the Indenture. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the Amended Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the Amended Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent Agent, as principal principal, other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”) or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable pricing supplementPricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Distribution Agreement, dated June 13______________, 2005 ____ (the “"Distribution Agreement”"), between Exxxx Corporation, an Ohio corporation among X.X. Xxxxxx Company (the “"Company”"), and Gxxxxxx[Names of Agents] (together, Sxxxx & Co., J.X. Xxxxxx Securities Inc., Citigroup Global Markets Inc. and McDonald Investments Inc. (the “"Agents”"), to which this Administrative Procedure is attached as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented or the Indenture. To the extent any procedure set forth below conflicts with the provisions of the Securities, the Indenture or the Distribution Agreement, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “"Selling Agent” " and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “"Purchasing Agent”". The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. The Trustee will be the initial Registrar, Calculation Agent, Authenticating Agent and Paying Agent for the Securities and will perform the duties specified herein. Each Security will be issued only in fully registered form and will be represented by either a global security (a “"Global Security”") delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”"DTC"), and recorded in the book-entry system maintained by the Depositary DTC (a “"Book-Entry Security”") or a certificate issued in definitive form (a “"Certificated Security”") delivered to a person designated by an Agent, as set forth in the applicable pricing supplementPricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities Securities, which may be payable only in U.S. dollars, will be issued in accordance with the Administrative Procedure set forth in Part I hereof, hereof as they may subsequently be amended as the result of changes in DTC's operating procedures and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Distribution Agreement, dated June 13February 14, 2005 2006 (the “Distribution Agreement”), between Exxxx CorporationThe Gxxxxxx Sachs Group, an Ohio Inc., a Delaware corporation (the “Company”), ) on the one hand and Gxxxxxx, Sxxxx & Co.Co. and any other party acting as Agent thereunder, J.X. Xxxxxx Securities Inc., Citigroup Global Markets Inc. and McDonald Investments Inc. (on the “Agents”)other, to which this Administrative Procedure is attached as Annex II. Defined Capitalized terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented, the Indenture or the IndentureSecurities. To the extent the procedures set forth below conflict with the provisions of the Securities, the Indenture or the Distribution Agreement, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company Euroclear Bank S.A./N.V. (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”) ), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable pricing supplementPricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Distribution Agreement, dated June 13[ ], 2005 2006 (the “Distribution Agreement”), between Exxxx Corporation, an Ohio corporation among Compass Bank (the “CompanyBank”), Compass Bancshares, Inc. and GxxxxxxMxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx & Co., J.X. Xxxxxx Securities Inc.Incorporated, Citigroup Global Markets Inc., Kxxxx, Bxxxxxxx & Wxxxx, Inc., Lxxxxx Brothers Inc. and McDonald Investments Inc. Sandler, O’Xxxxx & Partners, L.P. (together, the “Agents”), to which this Administrative Procedure is attached as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus Offering Circular, a Final Pricing Supplement and the Disclosure Package, each as amended or supplemented or the IndentureIssuing Agency Agreement. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company Bank to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company Bank will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Company Bank and such Agent otherwise agree as provided in Section 2(b3(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. Notwithstanding the foregoing, the Bank and an Agent or syndicate of Agents may mutually agree to any other method of settlement of sales of Securities, either in connection with a sale of Securities directly by the Bank to purchasers solicited by an Agent, as agent, or a purchase of Securities by an Agent, as principal, from the Bank. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company Bank will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), ) and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”) or a certificate issued in definitive form (a “Certificated Security”) by the Issuing and Paying Agent, as agent for the Depositary, delivered to a person designated by an Agent, as set forth in the applicable pricing supplementFinal Pricing Supplement and Term Sheet. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the IndentureIssuing Agency Agreement. Book-Entry Securities will may be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will may be issued in accordance with the Administrative Procedure set forth in Part II hereof, in either case except as may otherwise be mutually agreed upon by the Bank and an Agent or syndicate of Agents.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Distribution Agreement, dated June 13, 2005 20 (the “Distribution Agreement”), between Exxxx CorporationThe Xxxxxxx Xxxxx Group, an Ohio Inc., a Delaware corporation (the “Company”)) on the one hand and Xxxxxxx, Sachs & Co. and Gxxxxxxany other party acting as Agent thereunder, Sxxxx & Co., J.X. Xxxxxx Securities Inc., Citigroup Global Markets Inc. and McDonald Investments Inc. (on the “Agents”)other, to which this Administrative Procedure is attached as Annex II. Defined Capitalized terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented, the Indenture or the IndentureSecurities. To the extent the procedures set forth below conflict with the provisions of the Securities, the Indenture or the Distribution Agreement, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”) ), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable pricing supplementPricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to Medium-term notes (the Securities defined "Notes") in the aggregate initial offering price of up to $2,000,000,000 are to be offered from time to time by Sears Xxxxxxx Acceptance Corp. (the "Company") through agents of the Company (together, in such capacity, the "Agents"). Each Agent has agreed to use its reasonable efforts to solicit offers to purchase Notes directly from the Company (an Agent, in relation to a purchase of a particular Note by a purchaser solicited by such Agent, being herein referred to as the "Selling Agent") and may also purchase Notes from the Company as principal (an Agent, in relation to a purchase of a Note by such Agent as principal other than pursuant to a Terms Agreement being herein referred to as the "Purchasing Agent"). The Notes are being sold pursuant to a Distribution Agreement, dated June 1315, 2005 1995 (the “"Distribution Agreement”"), between Exxxx Corporationthe Company, an Ohio corporation Sears, Xxxxxxx and Co. ("Sears") and the “Company”), and Gxxxxxx, Sxxxx & Co., J.X. Xxxxxx Securities Inc., Citigroup Global Markets Inc. and McDonald Investments Inc. (the “Agents”), to which this Administrative Procedure is attached as Annex II. Defined The Notes will be issued pursuant to an Indenture, dated as of May 15, 1995 (the "Indenture"), between the Company and The Chase Manhattan Bank, N.A., as Trustee (the "Trustee"). Unless otherwise defined herein, terms defined in the Indenture or the Notes shall be used herein and not defined herein shall have as therein defined. In the meanings given such terms in the Distribution Agreementcase of purchases of Notes by any Agent as principal, the Prospectus or the Indenture. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The relevant terms and settlement details related thereto, including the Time of Delivery referred to a purchase in the first paragraph of Securities by an AgentSection 8, as principal, from will (unless the Company will and such Agent otherwise agree) be set forth in a Terms Agreement entered into between such Agent and the Company and Sears pursuant to the Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the . The procedures to be followed during, and the specific terms of, the solicitation of offers by the Agents and the sale as a result thereof by the Company are explained below. The procedures are subject, and are qualified in respect their entirety by reference, to all of the settlement respective provisions of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as Distribution Agreement and the “Purchasing Agent”Indenture. The Company will advise each Agent in writing of those persons handling administrative responsibilities ("Designated Persons") with whom such Agent is to communicate regarding offers to purchase Securities Notes and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”) or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable pricing supplement. An owner details of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereoftheir delivery.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Amended and Restated Distribution Agreement, dated June 13[•], 2005 2007 (the “Distribution Agreement”), between Exxxx CorporationBarclays Bank PLC, an Ohio a corporation organized under the laws of England and Wales (the “CompanyBank”), ) on the one hand and Gxxxxxx, Sxxxx & Co., J.X. Xxxxxx Securities Inc., Citigroup Global Markets Barclays Capital Inc. and McDonald Investments Inc. (on the “Agents”)other, to which this Administrative Procedure is attached as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented, the Indenture or the IndentureSecurities. To the extent the procedures set forth below conflict with the provisions of the Securities, the Indenture or the Distribution Agreement, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales issues of Securities directly by the Company Bank to purchasers subscribers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase subscription of Securities by an Agent, as principal, from the Company Bank will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Company Bank and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase subscription of a Security by a purchaser subscriber solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase subscription of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company Bank will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase subscribe for Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company Bank (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”) ), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable pricing supplementPricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I or Part III hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.