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. 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, 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, 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 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 Posting notices communicated 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”) Agents 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 CompanySelected 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 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. Preparation of Pricing Supplement: If Before accepting any order to purchase a Book-Entry Certificated Note is accepted by or on behalf of the Companyto be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare a final pricing supplement or prospectus supplement (a “Final Supplement”) reflecting the terms of and authenticate 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 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 RATE The Company and the Agent will discuss from time to time the SETTING AND 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: ACCEPTANCE AND Unless otherwise instructed by the Company, the Agents Agent will REJECTION OF advise the Company promptly by telephone or other means of electronic communication of all orders to ORDERS: 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 Supplement: PREPARATION If any order to purchase a Book-Entry Note is accepted by or OF PRICING on behalf of the Company, the Company will prepare a final pricing supplement or prospectus SUPPLEMENT: supplement (a “Final "Pricing Supplement”") reflecting the terms of such Book-Entry Note, will file such Final Supplement one copy thereof by electronic submission 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 requiredrequest and will, on the Agent will Agent's behalf, file three copies of such Final Pricing Supplement with the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (“FINRA”) and the "NASD"). The Agent will cause a Final Prospectus, including Prospectus and such Final Supplement, 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 ActNote. In each instance that a Final Pricing Supplement is prepared, the Agents Agent will affix or attach the Final Pricing Supplement to the MTN Prospectus and other applicable Supplement(s) Prospectuses prior to their use. Outdated Final Supplements, MTN Prospectus Pricing Supplements and any other applicable Supplement(s) the Prospectuses to which they are attached (other than those retained for files) ), will be destroyed. If requested, hard copies Copies of the appropriate number of Final Prospectuses, including the Final Supplement, Pricing Supplements shall be delivered to the Agent at the addresses designated following address by such Agent 11:00 A.M., New York City time, on the Business Day following the acceptance of an offer by or on behalf of the Company.: to Xxxxxxx Xxxxx Xxxxxx Inc., 0 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (with a copy transmitted by telecopy to (000) 000-0000, Attention: Medium Term Note Department). SUSPENSION OF Subject to the Company's representations, warranties and SOLICITATION; covenants contained in the Distribution Agreement, the AMENDMENT Company may instruct the Agent to suspend at any time, for OR SUPPLEMENT: 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 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, 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. DELIVERY OF A copy of the Prospectus and a Pricing Supplement relating PROSPECTUS: to a Book-Entry Note must accompany or precede the earliest of any written offer of such Book-Entry Note, confirmation of the purchase of such Book-Entry Note and payment for such Book-Entry Note by its purchaser. If notice of a change in the terms of the Book-Entry Notes is received by the Agent between the time an order for a Book-Entry Note is placed and the time written confirmation thereof is sent by the 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

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. 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. 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 Chase 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 Chase 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 Agents will Rate Setting discuss from time to time the and 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 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 Company, the Agents each Agent will advise the Orders: Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry 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 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 Pricing Note is accepted by or on behalf of Supplement: the Company, the Company will prepare a final pricing supplement or prospectus supplement (a “Final "Pricing Supplement”") reflecting the applicable interest rates and other terms of such Book-Entry Note, Note and will file such Final Supplement arrange to have ten copies thereof filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act, Act and will deliver such number of supply at least ten copies thereof (and additional copies if requested) to the Agent as which presented the Agent shall requestorder (the "Presenting Agent"). If required, the The Presenting Agent will file such Final Supplement with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and cause a Final Prospectus, including such Final Supplement, Prospectus and Pricing Supplement to be delivered to the purchaser of such Book-Book- Entry Note or otherwise will comply with the requirements of Rule 173(a) under the Securities ActNote. In each instance that a Final Pricing Supplement is prepared, the Agents Presenting Agent will affix or attach the Final Pricing Supplement to the MTN Prospectus and other applicable Supplement(s) Pros- pectuses prior to their use. Outdated Final Supplements, MTN Prospectus and any other applicable Supplement(s) to which they are attached Pricing Supplements (other than those retained for files) will be destroyed. If requestedSuspension of The Company reserves the right, hard in its Solicitation; sole discretion, to instruct the Amendment or Agents to suspend at any time, for any Supplement: period of time or permanently, the solici- tation of orders to purchase Book-Entry 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 Chase whether such orders may be settled and whether copies of the appropriate number Prospectus as in effect at the time of Final Prospectusesthe suspension, including together with the Final appro- priate 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 (as defined in the Agency Agreement) 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 such supplement to the Prospectus relating to the Notes. The Company will provide the Agents and Chase 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). Procedures For When the Company has determined to Rate Changes: change the interest rates of Book-Entry 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 recommendations 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 "indica- tions of interest" may be recorded. Delivery of A copy of the Prospectus and a Pricing Prospectus: Supplement relating to a Book-Entry Note must accompany or precede the earliest of any written offer of such Book-Entry Note, confirmation of the purchase of such Book- Entry Note and payment for such Book-Entry Note by its purchaser. If notice of a change in the terms of the Book-Entry Notes is received by the Agents between the time an order for a Book-Entry 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 delivered 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 at will deliver a Prospectus and Pricing Supplement as herein described with respect to each Book-Entry Note sold by it. The Company will make such delivery if such Book-Entry Note is sold directly by the addresses designated by such Agent on the Business Day following the acceptance of Company to a purchaser (other than an offer by or on behalf of the CompanyAgent).

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee Chase 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 Trustee Chase 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: The Company and the Agent Agents will Rate Setting discuss from time to time the and 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 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 Company, the Agents each Agent will advise the Company Orders: 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 Chase will have adequate time to prepare and authenticate such Note. Preparation of Pricing Supplement: If any order to purchase a Book-Entry Pricing Certificated Note is accepted by or on Supplement: behalf of the Company, the Company will prepare a final pricing supplement or prospectus supplement (a “Final "Pricing Supplement”") reflecting the interest rates and other terms of such Book-Entry Note, Certified Note and will file such Final Supplement arrange to have ten copies thereof filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act, Act and will deliver such number of supply at least ten copies thereof (and additional copies if requested) to the Agent as which presented the Agent shall requestorder (the "Presenting Agent"). If required, the The Presenting Agent will file such Final Supplement with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and cause a Final Prospectus, including such Final Supplement, Prospectus and 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 ActCertificated Note. In each instance that a Final Pricing Supplement is prepared, the Agents Presenting Agent will affix or attach the Final Pricing Supplement to the MTN Prospectus and other applicable Supplement(s) Pros- pectuses prior to their use. Outdated Final Supplements, MTN Prospectus and any other applicable Supplement(s) to which they are attached Pricing Supplements (other than those retained for files) will be destroyed. If requestedSuspension of The Company reserves the right, hard 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 Chase whether such orders may be settled and whether copies of the appropriate number Prospectus as in effect at the time of Final Prospectusesthe suspension, including together with the Final appro- priate 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 supplement to the Prospectus relating to the Notes. The Company will provide the Agents and Chase 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 recommendations 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 "indica- tions of interest" may be recorded. Delivery of A copy of the Prospectus and a Pricing Prospectus: 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 Certificated 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 delivered 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 at 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 addresses designated by such Agent on the Business Day following the acceptance of an offer by or on behalf of the CompanyCompany to a purchaser (other than any Agent).