Common use of Deposit of Repayment Price Clause in Contracts

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “posting”) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “posting”) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of Pricing Supplement: If any order to purchase a Book-Entry Note is accepted by or on behalf of the Company, the Company will prepare a final pricing supplement or prospectus supplement (a “Final Supplement”) reflecting the terms of such Book-Entry Note, will file such Final Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act, will deliver such number of copies thereof to the Agent as the Agent shall request. If required, the Agent will file such Final Supplement with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and cause a Final Prospectus, including such Final Supplement, to be delivered to the purchaser of such Book-Entry Note or otherwise will comply with the requirements of Rule 173(a) under the Securities Act. In each instance that a Final Supplement is prepared, the Agents will affix or attach the Final Supplement to the MTN Prospectus and other applicable Supplement(s) prior to their use. Outdated Final Supplements, MTN Prospectus and any other applicable Supplement(s) to which they are attached (other than those retained for files) will be destroyed. If requested, hard copies of the appropriate number of Final Prospectuses, including the Final Supplement, shall be delivered to the Agent at the addresses designated by such Agent on the Business Day following the acceptance of an offer by or on behalf of the Company.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “posting”) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of Pricing Supplement: If any order to purchase a Book-Entry Note is accepted by or on behalf of the Company, the Company will prepare a final pricing supplement or prospectus supplement (a “Final Supplement”) reflecting the terms of such Book-Entry Note, will file such Final Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act and will deliver such number of copies thereof to the Agent as the Agent shall request. If required, the Agent will file such Final Supplement with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and cause a Final Prospectus, including such Final Supplement, to be delivered to the purchaser of such Book-Entry Note or otherwise will comply with the requirements of Rule 173(a) under the Securities Act. In each instance that a Final Supplement is prepared, the Agents will affix or attach the Final Supplement to the MTN Prospectus and other applicable Supplement(s) prior to their use. Outdated Final Supplements, MTN Prospectus and any other applicable Supplement(s) to which they are attached (other than those retained for files) will be destroyed. If requested, hard copies of the appropriate number of Final Prospectuses, including the Final Supplement, shall be delivered to the Agent at the addresses designated by such Agent on the Business Day following the acceptance of an offer by or on behalf of the Company.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee DTC Agent an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Trustee DTC Agent will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate The Company and the Purchasing Agent will discuss Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentAgents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is Agents are to solicit orders to purchase (the setting of such prices and rates to be referred to herein as “posting”"Posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent Agents of the prices and rates to be posted. Acceptance The DTC Agent will assign a separate CUSIP number for each tranche of Notes to be posted, and Rejection of Orders: Unless otherwise instructed by will so advise and notify the Company, the Agents will advise Trustee and the Company promptly Purchasing Agent of said assignment by telephone and/or by telecopier or by other means of electronic communication of transmission. The Purchasing Agent will include the assigned CUSIP number on all orders Posting notices communicated to purchase Book-Entry Notes received by the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company Agents and any Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in partSelected Dealers.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Certificated Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Certificated Notes pursuant to the terms set forth in such Notes. Procedure for Rate The Company and the Agents will Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentAgents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is Agents are to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent Agents of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Rejection of Orders: Company, the Agents each Agent will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Certificated Notes received by the Agentssuch Agent, other than those rejected by it the Agent in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agentthe Agents, the Company has the sole right to accept orders to purchase Book-Entry Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note. Preparation of If any order to purchase a Certifi- Pricing Supplement cated Note is accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the interest rates and other terms of such Certified Note and will arrange to have the Pricing Supplement filed with the Commission via the Commission's XXXXX system in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least ten copies thereof (and additional copies if requested) to the Agent which pre- sented the order (the "Presenting Agent") at (unless otherwise specified by the Presenting Agent in writing) the following address: If to Salomon Brothers Inc: Salomon Brothers Inc 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 or If to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Co. - Tritech Services 0 Xxxxxxxxx Xxxxx Corporate Park 000 Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Final Prospectus Unit/ Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000/26/27 Telecopy: (000) 000-0000 also, for record keeping purposes, please send a copy to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center, North Tower 10th Floor 000 Xxxxx Xxxxxx New York, New York 10281-1310 Attention: MTN Product Management or, if to another Presenting Agent, to the address specified by it to the Company. The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. Suspension of The Company reserves the right, in Solicitation; its sole discretion, to instruct the Amendment or Agents to suspend at any time for any Supplement: period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any sup- plement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for When the Company has determined to Rate Changes: change the interest rates of Certificated Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommenda- tions as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded. Delivery of A copy of the Prospectus and a Prospectus: Pricing Supplement relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Cer- tificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agents between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. The Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than any Agent).

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the applicable Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from time to time the Posting: aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents Agent will advise Orders: the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the AgentsAgent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any the Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of Pricing If any order to purchase a Book-Entry Note is accepted by or on Supplement: behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the terms of such Book-Entry Note, will file such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act, will deliver such number of copies thereof to the Agent as the Agent shall request. The Agent will file such Pricing Supplement with the National Association of Securities Dealers, Inc. (the "NASD") and cause a Prospectus and such Pricing Supplement to be delivered to the purchaser of such Book-Entry Note or otherwise will comply with the requirements of Rule 173(a) under the Securities Act. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed. Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following address by 11:00 A.M. (New Xxxx Xxxx time) on the Business Day following the acceptance of an offer by or on behalf of the Company: to Citigroup Global Markets Inc., Prospectus Department, Brooklyn Army Terminal, 000 00xx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, X.X. 00000, with a copy to Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: MTN Program Manager. Suspension of Solicitation; Subject to the representations, warranties and covenants of the Amendment or Supplement: Company and the Guarantor contained in the Agency Agreement, the Company may instruct the Agent to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agent will forthwith suspend solicitation until such time as the Company has advised it that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agent, the Trustees and the DTC Agents whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement (or the notice provided for in Rule 173(a) under the Securities Act, if applicable), may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus (or the notice provided for in Rule 173(a) under the Securities Act, if applicable) may not be so delivered.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Certificated Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Certificated Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: PROCEDURE FOR RATE The Company and the Agent Agents will discuss from SETTING AND time to time the aggregate principal amount POSTING: of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentAgents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is Agents are to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent Agents of the prices and rates to be posted. Acceptance and Rejection of Orders: ACCEPTANCE AND Unless otherwise instructed by the REJECTION OF ORDERS: Company, the Agents each Agent will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Certificated Notes received by the Agentssuch Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agentthe Agents, the Company has the sole right to accept orders to purchase Book-Entry Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from Setting and Posting: time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents Agent will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the AgentsAgent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any the Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “posting”) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents will advise the Company promptly by telephone or other means of electronic of Orders: communication of all orders to purchase Book-Entry Notes received by the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of Pricing Supplement: If any order to purchase a Book-Entry Note is accepted by or on behalf of the Company, the Company will prepare a final pricing supplement or prospectus supplement (a “Final Supplement”) reflecting the terms of such Book-Entry Note, will file such Final Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act, will deliver such number of copies thereof to the Agent as the Agent shall request. If required, the Agent will file such Final Supplement with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and cause a Final Prospectus, including such Final Supplement, to be delivered to the purchaser of such Book-Entry Note or otherwise will comply with the requirements of Rule 173(a) under the Securities Act. In each instance that a Final Supplement is prepared, the Agents will affix or attach the Final Supplement to the MTN Prospectus and other applicable Supplement(s) prior to their use. Outdated Final Supplements, MTN Prospectus and any other applicable Supplement(s) to which they are attached (other than those retained for files) will be destroyed. If requested, hard copies of the appropriate number of Final Prospectuses, including the Final Supplement, shall be delivered to the Agent at the addresses designated by such Agent on the Business Day following the acceptance of an offer by or on behalf of the Company.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the applicable Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “posting”) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents Agent will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the AgentsAgent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any the Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: PROCEDURE FOR The Company and the Agent Agents will discuss from time to time RATE SETTING AND the aggregate principal amount of, the issuance price of, POSTING: and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentAgents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is Agents are to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent Agents of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents ACCEPTANCE AND Each Agent will promptly advise the Company promptly by telephone or other means of electronic communication of all orders REJECTION OF any offers to purchase Book-Entry Notes received by such OFFERS: Agent. The Company will have the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agent, the Company has the sole right to accept orders any such offer to purchase Book-Entry Notes and Notes. The Company may reject any such orders in whole or in part.. Each Agent may, in its discretion reasonably exercised, reject an offer to purchase Book-Entry Notes received by it in whole or in part. PREPARATION OF If an offer to purchase a Book-Entry Note is accepted by or PRICING on behalf of the Company, the Company, with the approval of SUPPLEMENT: the Agent that presented such offer (the "Presenting Agent"), will prepare a pricing supplement (a "Pricing Supplement") reflecting the terms of such Book-Entry Note and will arrange to have 10 copies thereof filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least 10 copies thereof (and additional copies if requested) to the Presenting Agent and one copy to the Trustee. The Presenting Agent will cause a Pricing Supplement to be delivered to the purchaser of the Book-Entry Note. The copies of the Pricing Supplement to be sent to the Presenting Agent shall be sent by telecopy or overnight courier to arrive no later than 11:00 a.m., New York City time, on the second business day following the sale date and shall be sent: