Common use of Offering of Notes Clause in Contracts

Offering of Notes. In the event that there is a Posting, the Purchasing Agent will communicate to each of the Agents and Selected Dealers the aggregate principal amount and Maturities of, along with the interest rates to be borne by, each tranche of Notes that is the subject of the Posting. Thereafter, the Purchasing Agent, along with the other Agents and the Selected Dealers, will solicit offers to purchase the Notes accordingly. Purchase of Notes by the Purchasing Agent: The Purchasing Agent will, no later than 12:00 noon (New York City time) on the seventh day subsequent to the day on which such Posting occurs, or if such seventh day is not a Business Day on the preceding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Agents (any such day, a “Trade Day”), (i) complete, execute and deliver to the Company a Terms Agreement that sets forth, among other things, the amount of each tranche that the Purchasing Agent is offering to purchase or (ii) inform the Company that none of the Notes of a particular tranche will be purchased by the Purchasing Agent. Acceptance and Rejection of Orders: Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selected Dealers of the action taken by the Company.

Offering of Notes. In the event that there is a Posting, the Purchasing Agent will communicate to each of the Agents and Selected Dealers the aggregate principal amount and Maturities maturities of, along with the interest rates to be borne by, each tranche of Notes that is the subject of the Posting. Thereafter, the Purchasing Agent, along with the other Agents and the Selected Dealers, Dealers will solicit offers to purchase the Notes accordingly. CHI99 4594812-7.021110.0014 Purchase of Notes by the Purchasing Agent: The Purchasing Agent will, no later than 12:00 noon as soon as practicable after 2:00 p.m. (New York City time) on the seventh day subsequent to the day on which such Posting occurs, or if such seventh day is not a Business Day on the preceding succeeding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Agents Purchasing Agent (any such day, a “"Trade Day”"), (i) complete, execute and deliver to the Company a Terms Agreement that sets forth, among other things, the amount of each tranche that the Purchasing Agent is offering to purchase or (ii) inform the Company that none of the Notes of a particular tranche will be purchased by the Purchasing Agent. Acceptance and Rejection of Orders: Unless otherwise agreed by the Company and the AgentsPurchasing Agent, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selected Dealers of the action taken by the Company.

Offering of Notes. In (a) The Agents propose to solicit offers to purchase the event that there is a Posting, Notes upon the Purchasing Agent will communicate terms and conditions set forth herein and in the Prospectus and upon the terms communicated to each of the Agents and Selected Dealers the aggregate principal amount and Maturities of, along with the interest rates from time to be borne by, each tranche of Notes that is the subject of the Posting. Thereafter, time by Mexico or the Purchasing Agent, along with as the other case may be. For the purpose of such solicitation, the Agents will use the Prospectus, as then amended or supplemented, which has been most recently distributed to the Agents by Mexico, and the Selected Dealers, Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes accordingly. Purchase of Notes only as permitted by the Purchasing Agent: The Purchasing Agent will, no later than 12:00 noon (New York City time) on the seventh day subsequent to the day on which such Posting occurs, or if such seventh day is not a Business Day on the preceding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company Act and the Agents (applicable securities laws or regulations of any such dayrelevant jurisdiction. Unless otherwise instructed by Mexico, a “Trade Day”), (i) complete, execute and deliver to the Company a Terms Agreement that sets forth, among other things, the amount of each tranche that the Purchasing Agent is offering shall communicate to Mexico, orally or in writing, each offer to purchase or (ii) inform the Company that none of the Notes of a particular tranche will be purchased by the Purchasing AgentNotes. Acceptance and Rejection of Orders: Unless otherwise agreed by the Company and the Agents, the Company has Mexico shall have the sole right to accept orders offers to purchase Notes and may reject any such order in proposed offers to purchase Notes as a whole or in part. Unless otherwise instructed by Each Agent shall have the Companyright, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. Mexico agrees to pay the Purchasing Agent will promptly advise the Company by telephone of all Agent, as consideration for soliciting offers to purchase Notes received by itpursuant to a Terms Agreement, other than those rejected by it in whole or in part a concession in the reasonable exercise form of its discretion. No order for a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit A hereto (the “Concession”); provided, however, that Mexico and the Purchasing Agent also may agree to a Concession greater than or less than $1,000 principal amount the percentages set forth on Exhibit A hereto. The actual aggregate Concession with respect to each tranche of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from set forth in the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in partrelated Pricing Supplement. The Purchasing Agent will thereafter promptly inform and the other Agents and participating or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by Mexico, all Notes shall be sold to the public at a purchase price not to exceed 100% of the action taken principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with, in the case of Notes to be sold in the United States, a copy of the Prospectus (if not previously delivered) and applicable Pricing Supplement. (b) Procedural details relating to the issue and delivery of, and the solicitation of purchases and payment for, the Notes are set forth in the Administrative Procedures attached hereto as Exhibit B (the “Procedures”), as amended from time to time. Part I of the Procedures shall apply to offerings of Notes denominated in U.S. dollars and Part II of the Procedures shall apply to offerings of Notes denominated in currencies other than U.S. dollars. Unless otherwise provided in a Terms Agreement, the provisions of the applicable set of Procedures shall apply to all transactions contemplated hereunder. The Agents and Mexico each agree to perform the respective duties and obligations specifically provided to be performed by each in the CompanyProcedures as amended from time to time. The Procedures may only be amended by written agreement of Mexico and the Agents.

Offering of Notes. In the event that there is a Posting, the Purchasing Agent will communicate to each of the Agents and Selected Dealers the aggregate principal amount and Maturities maturities of, along with the interest rates to be borne by, each tranche of Notes that is the subject of the Posting. Thereafter, the Purchasing Agent, along with the other Agents and the Selected Dealers, Dealers will solicit offers to purchase the Notes accordingly. CHI99 5065785-1.021110.0010 Purchase of Notes by the Purchasing Agent: The Purchasing Agent will, no later than 12:00 noon as soon as practicable after 2:00 p.m. (New York City time) on the seventh day subsequent to the day on which such Posting occurs, or if such seventh day is not a Business Day on the preceding succeeding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Agents Purchasing Agent (any such day, a “Trade Day”), (i) complete, execute and deliver to the Company a Terms Agreement that sets forth, among other things, the amount of each tranche that the Purchasing Agent is offering to purchase or (ii) inform the Company that none of the Notes of a particular tranche will be purchased by the Purchasing Agent. Acceptance and Rejection of Orders: Unless otherwise agreed by the Company and the AgentsPurchasing Agent, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selected Dealers of the action taken by the Company.

Offering of Notes. In the event that there is a Posting, the Purchasing Agent will communicate to each of the Agents and Selected Dealers Selling Group the aggregate principal amount amounts, the maturities, the redemption and Maturities of, along with repayment provisions and the Issue Price of and the interest rates (or interest rate formulas and spreads, if applicable) to be borne by, each series or tranche of Notes that is the subject of the Posting. Upon request by a member of the Selling Group, the Company shall furnish copies of the Prospectus (including any preliminary Pricing Supplement) to such member of the Selling Group for delivery in connection with soliciting orders. The Company shall file such preliminary Pricing Supplement with the Commission not later than the close of business on the date of Posting in accordance with Rule 424(b) under the Securities Act (or as soon as practicable in accordance with the Selling Agent Agreement). Thereafter, the Purchasing Agent, along with the other Agents and the Selected DealersSelling Group, will solicit offers to purchase the Notes accordingly. Purchase of Notes by the Purchasing Agent: The Purchasing Agent will, no later than 12:00 noon (New York City time) on the seventh calendar day subsequent to the day on which such Posting occurs, or if such seventh calendar day is not a Business Day Day, on the preceding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Agents Purchasing Agent (any such day, a “Trade DayDate”), (i) complete, execute and deliver to the Company a Terms Agreement that sets forth, among other things, the amount of each series or tranche of Notes that the Purchasing Agent is offering to purchase or (ii) inform the Company that none of the Notes of a particular series or tranche will be purchased by the Purchasing Agent. Acceptance and Rejection of Orders: Unless otherwise agreed by the Company and the AgentsPurchasing Agent, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone telephone, email or facsimile of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than the minimum denomination of $1,000 in principal amount of the Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular series or tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selected Dealers Selling Group of the action taken by the Company. Preparation of Pricing Supplement: If any offer to purchase a Note is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit I or such other form as may be agreed upon by the Company and the Purchasing Agent) reflecting the terms of such Note and will file such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act. The parties acknowledge that pricing and price-dependent information may, of necessity, appear only in the final Pricing Supplement and not in any preliminary pricing supplement. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy to the Purchasing Agent and the Trustee on the applicable Trade Date. The Purchasing Agent shall send such Pricing Supplement and the Prospectus, by email, telecopy or overnight express delivery (for delivery by the close of business on the applicable Trade Date, but in no event later than 11:00 a.m., New York City time, on the Business Day following the applicable Trade Date), or shall give notification that such documents have been filed with the Commission to each Agent and Selected Dealer that made or presented the offer to purchase the applicable Notes. In turn, each Selling Group member will, pursuant to the terms of the applicable Selling Agent Agreement and the Master Selected Dealer Agreement, deliver to each purchaser a notice of availability (pursuant to Rule 172 of the Securities Act) or cause to be delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Notes from such Agent or Selected Dealer or otherwise comply with the requirements for Rule 173(a) under the Securities Act. In each instance that a Pricing Supplement is prepared, the Agents will affix the Pricing Supplement to the Prospectus prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: Subject to “Suspension of Solicitation; Amendment or Supplement” below and unless the Agent or Selected Dealer complies with the requirements of Rule 173(a) under the 1933 Act, if available, the Agents or Selected Dealers will deliver a Prospectus and final Pricing Supplement as herein described with respect to each Note sold by it. For each offer to purchase a Note accepted by or on behalf of the Company, the Purchasing Agent will confirm in writing with each Agent or Selected Dealer the terms of such Note, the amount being purchased by such Agent or Selected Dealer and other applicable details described above and delivery and payment instructions, with a copy to the Company. In addition, unless the Agent or Selected Dealer complies with the requirements of Rule 173(a) under the 1933 Act, if available, the Purchasing Agent, other Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Notes the Prospectus (including the final Pricing Supplement) in relation to such Notes prior to or simultaneously with delivery of the confirmation of sale or delivery of the Note.

Offering of Notes. In the event that there is a Posting, the Purchasing Agent will communicate to each of the Agents and Selected Dealers the aggregate principal amount amount, maturities and Maturities of, along with the redemption and repayment provisions and interest rates terms to be borne by, by each tranche of Notes that is the subject of the Posting. Thereafter, the Purchasing Agent, along with the other Agents and the Selected Dealers, Dealers will solicit offers to purchase the Notes accordingly. Purchase of Notes by the Purchasing Agent: The Purchasing Agent will, no later than 12:00 noon as soon as practicable after 2:00 p.m. (New York City time) ), on the seventh day subsequent to the day on which such Posting occurs, or if such seventh day is not a Business Day on the preceding succeeding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Agents Purchasing Agent (any such day, a “Trade Day”), (i) complete, execute and deliver to the Company a Terms Agreement that sets forth, among other things, the principal amount of each tranche of Notes that the Purchasing Agent is offering to purchase or (ii) inform the Company that none of the Notes of a particular tranche will be purchased by the Purchasing Agent. Acceptance and Rejection of Orders: Unless otherwise agreed by the Company and the AgentsPurchasing Agent, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selected Dealers of the action taken by the Company.

Offering of Notes. In the event that there is a Posting, the Purchasing Agent will communicate to each of the Agents and Selected Dealers the aggregate principal amount and Maturities maturities of, along with the interest rates to be borne by, each tranche of Notes that is the subject of the Posting. Thereafter, the Purchasing Agent, along with the other Agents and the Selected Dealers, Dealers will solicit offers to purchase the Notes accordingly. Purchase of Notes by the Purchasing Agent: The Purchasing Agent will, no later than 12:00 noon as soon as practicable after 2:00 p.m. (New York City time) on the seventh day subsequent to the day on which such Posting occurs, or if such seventh day is not a Business Day on the preceding succeeding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Agents Purchasing Agent (any such day, a “Trade Day”), (i) complete, execute and deliver to the Company a Terms Agreement that sets forth, among other things, the amount of each tranche that the Purchasing Agent is offering to purchase or (ii) inform the Company that none of the Notes of a particular tranche will be purchased by the Purchasing Agent. Acceptance and Rejection of Orders: Unless otherwise agreed by the Company and the AgentsPurchasing Agent, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selected Dealers of the action taken by the Company.. Preparation of Pricing Supplement: If any offer to purchase a Note is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement to the Purchasing Agent and Trustee reflecting the terms of such Note and will file such Pricing Supplement with the SEC in accordance with the applicable paragraph of Rule 424(b) under the Act. The parties acknowledge that pricing and price-dependent information may, of necessity, appear only in the final Pricing Supplement and not in the preliminary Pricing Supplement. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy to the Purchasing Agent and the Trustee by 3:00 p.m. (New York City Time) on the applicable Trade Day. The Purchasing Agent shall use its reasonable best efforts to send such Pricing Supplement and the Prospectus by email or telecopy or overnight express (for delivery by the close of business on the applicable Trade Day, but in no event later than 11:00 a.m. New York City time, on the Business Day following the applicable Trade Date) to each Agent and each Selected Dealer which made or presented the offer to purchase the applicable Note and the Trustee at the following applicable address: if to Banc of America Securities LLC, to: Bank of America Tower Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: High Grade DCM Transaction Management/Legal Fax: (000) 000-0000 if to Xxxxxxx Xxxxxx & Co., Inc., to: Fixed Income Department 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxxxx if to Citigroup Global Markets Inc., to: 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Facsimile: (000) 000-0000 if to Incapital LLC, to: 000 X. Xxxxxx Drive Suite 3700 Chicago, Illinois 60602 Attention: Xxx Xxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 if to Xxxxxx Xxxxxxx & Co. Incorporated, to: 0000 Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 if to UBS Securities LLC, to: 000 Xxxxxx Xxxx. 0xx xxxxx Xxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx XxXxxx and Xxx Xxxxxx Facsimile: (000) 000-0000 and (000) 000-0000 if to Xxxxx Fargo Advisors, LLC, to: Mail Code MO1700 Xxx Xxxxx Xxxxxxxxx Xxxxxx Xx. Xxxxx, Xxxxxxxx 00000 Attention: Fixed Income Desk Facsimile: (000) 000-0000 with copy to: Xxxxxxxx & Xxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxxxx Xxxxxx With a copy to: Shearman & Sterling LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxx For record keeping purposes, one copy of each Pricing Supplement, as so filed, shall also be mailed or telecopied to: Banc of America Securities LLC 0 Xxxx 00xx Xxxxxx XX0-000-0X-00 Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxx Fax: (000) 000-0000

Offering of Notes. In the event that there is a Posting, the Purchasing Agent will communicate to each of the Agents and Selected Dealers the aggregate principal amount and Maturities of, along with the interest rates to be borne by, each tranche of Notes that is the subject of the Posting. Thereafter, the Purchasing Agent, along with the other Agents and the Selected Dealers, will solicit offers to purchase the Notes accordingly. Purchase of Notes by the Purchasing Agent: The Purchasing Agent will, no later than 12:00 noon (New York City time) on the seventh day subsequent to the day on which such Posting occurs, or if such seventh day is not a Business Day on the preceding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Agents (any such day, a “"Trade Day”"), (i) complete, execute and deliver to the Company a Terms Agreement that sets forth, among other things, the amount of each tranche that the Purchasing Agent is offering to purchase or (ii) inform the Company that none of the Notes of a particular tranche will be purchased by the Purchasing Agent. Acceptance and Rejection of Orders: Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selected Dealers of the action taken by the Company.

Offering of Notes. In the event that there is a Posting, the Purchasing Agent will communicate to each of the Agents and Selected Dealers Selling Group members the aggregate principal amount and Maturities of, along with the interest rates to be borne by, each tranche of Notes that is the subject of the Posting. Thereafter, the Purchasing Agent, along with the other Agents and the Selected DealersSelling Group, will solicit offers to purchase the Notes accordingly. Purchase of Notes by the Purchasing Agent: The Purchasing Agent will, no later than 12:00 noon 4:00 p.m. (New York City time) on the seventh sixth day subsequent to the day on which such Posting occurs, or if such seventh sixth day is not a Business Day Day, on the preceding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Agents (any such day, a “Trade Day”), (i) complete, execute and deliver to the Company a Terms Agreement that sets forth, among other things, the amount of each tranche that the Purchasing Agent is offering to purchase or (ii) inform the Company that none of the Notes of a particular tranche will be purchased by the Purchasing Agent. Acceptance and Rejection of Orders: Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selected Dealers Selling Group members of the action taken by the Company.

Offering of Notes. In the event that there is a Posting, the Purchasing Agent will communicate to each of the Agents and Selected Dealers the aggregate principal amount and Maturities of, along with the interest rates to be borne by, each tranche series of Notes that is the subject of the Posting. The Company shall furnish copies of the Prospectus (including any preliminary Pricing Supplement) to the Agents for delivery in connection with soliciting orders, and file such preliminary Pricing Supplement with the SEC not later than the close of business on the date of Posting in accordance with Rule 424(b) under the Securities Act (or as soon as practicable in accordance with the Selling Agent Agreement). Thereafter, the Purchasing Agent, along with the other Agents and the Selected Dealers, will solicit offers to purchase the Notes accordingly. Purchase of Notes by the Purchasing Agent: The Purchasing Agent will, no later than 12:00 noon (New York City time) on the seventh calendar day subsequent to the day on which such Posting occurs, or if such seventh calendar day is not a Business Day on the preceding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Agents (any such day, a “Trade DayDate”), (i) complete, execute and deliver to the Company a Terms Agreement that sets forth, among other things, the amount of each tranche series that the Purchasing Agent is offering to purchase or (ii) inform the Company that none of the Notes of a particular tranche series will be purchased by the Purchasing Agent. Acceptance and Rejection of Orders: Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone telephone, email or facsimile of all offers to purchase Notes received by it, other than those rejected by it the Purchasing Agent in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount the minimum denomination of the Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche series has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selected Dealers of the action taken by the Company.

Offering of Notes. In the event that there is a Posting, the Purchasing Agent will communicate to each of the Agents and Selected Dealers the aggregate principal amount and Maturities maturities of, along with the interest rates to be borne by, each tranche of Notes that is the subject of the Posting. Thereafter, the Purchasing Agent, along with the other Agents and the Selected Dealers, Dealers will solicit offers to purchase the Notes accordingly. Purchase of Notes by the Purchasing Agent: The Purchasing Agent will, no later than 12:00 noon as soon as practicable after 2:00 p.m. (New York City time) on the seventh day subsequent to the day on which such Posting occurs, or if such seventh day is not a Business Day on the preceding succeeding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Agents Purchasing Agent (any such day, a “Trade Day”), (i) complete, execute and deliver to the Company a Terms Agreement that sets forth, among other things, the amount of each tranche that the Purchasing Agent is offering to purchase or (ii) inform the Company that none of the Notes of a particular tranche will be purchased by the Purchasing Agent. Acceptance and Rejection of Orders: Unless otherwise agreed by the Company and the AgentsPurchasing Agent, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selected Dealers of the action taken by the Company.

Offering of Notes. In the event that there is a Posting, the Purchasing Agent will communicate to each of the Selling Agents and Selected Dealers the aggregate principal amount amount, maturities and Maturities of, along with the redemption and repayment provisions and interest rates terms to be borne by, by each tranche series of Notes that is the subject of the Posting. Thereafter, the Purchasing Agent, along with the other Selling Agents and the Selected Dealers, Dealers will solicit offers to purchase the Notes accordingly. Purchase of Notes by the Purchasing Agent: Unless otherwise agreed by the Agents and Westpac, Notes offered from time to time by Westpac will be purchased by the Purchasing Agent as principal for subsequent resale to the Selling Agents and Selected Dealers party to a Master Selected Dealer Agreement substantially in the form attached as Exhibit A hereto or in such other form as the applicable Selling Agent determines. The Purchasing Agent will, no later than 12:00 noon as soon as practicable after 2:00 p.m. (New York City time) ), on the seventh day subsequent to the day on which such Posting occurs, or if such seventh day is not a Business Day on the preceding succeeding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company Westpac and the Agents Purchasing Agent (any such day, a “Trade Day”), (i) complete, execute and deliver to the Company Westpac a Terms Agreement that sets forth, among other things, the principal amount of each tranche series of Notes that the Purchasing Agent is offering to purchase or (ii) inform the Company Westpac that none of the Notes of a particular tranche series will be purchased by the Purchasing Agent. Acceptance and Rejection of Orders: Unless otherwise agreed by the Company Westpac and the AgentsPurchasing Agent, the Company Westpac has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the CompanyWestpac, the Purchasing Agent will promptly advise the Company Westpac by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company Westpac will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche series has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Selling Agents and participating Selected Dealers of the action taken by Westpac. Preparation of Pricing Supplement/final term sheet: If any offer to purchase a Note is accepted by or on behalf of Westpac, the CompanyPurchasing Agent will use its reasonable best efforts to send by email or facsimile a draft final term sheet (if requested by the Selling Agents) and a Pricing Supplement to Westpac reflecting the terms of such Note by 2:00 P.M. (New York City time) on the applicable Trade Day. Westpac shall use its reasonable best efforts to deliver any comments to any such final term sheet and Pricing Supplement by email or facsimile to the Purchasing Agent and the Paying Agent by 4:00 P.M. (New York City Time) on the applicable Trade Day. Westpac will file any such final term sheet and Pricing Supplement with the Commission in accordance with Rule 433(d) and the applicable paragraph of Rule 424(b) under the Securities Act, respectively. The Purchasing Agent shall use its reasonable best efforts to send any such final term sheet, Pricing Supplement and the Prospectus by email or facsimile or overnight express (for delivery by the close of business on the applicable Trade Day, but in no event later than 11:00 A.M. New York City time on the Business Day immediately following the applicable Trade Day and no earlier than the earlier of (i) 5:00 P.M. (New York City time) on the applicable Trade Day or (ii) such time after which the Purchasing Agent shall have incorporated the comments of Westpac, if any, to the final term sheet and the Pricing Supplement), to each Selling Agent (or other Selected Dealer) which made or presented the offer to purchase the applicable Note and the Paying Agent at the applicable addresses set forth in Annex A to the Selling Agent Agreement; and if to the Paying Agent, to: Xxxxx Fargo Bank, National Association, 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services — Administrator for Westpac Banking Corporation. One copy of such final term sheet and Pricing Supplement shall also be mailed or telecopied to each of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx of America, Attention: Xxxxx X. Xxxxxxx and Xxxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx of America, Attention: Xxxxxxx X. Xxxxxx, Esq. Each such Selling Agent (or Selected Dealer), in turn, pursuant to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement, will cause to be timely delivered a copy of the Base Prospectus and the applicable Pricing Supplement to each purchaser of Notes from such Selling Agent or Selected Dealer or otherwise will comply with the requirements of Rule 173(a) under the Securities Act. Outdated Pricing Supplements and the Base Prospectuses to which they are attached (other than those retained for files) will be destroyed by those in possession thereof. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: Unless the Selling Agents or Selected Dealers comply with the requirements of Rule 173(a) under the Securities Act, if available, the Selling Agents or Selected Dealers will deliver the Base Prospectus and the Pricing Supplement with respect to each Note sold by it. For each offer to purchase a Note accepted by or on behalf of Westpac, the Purchasing Agent will confirm in writing with each Selling Agent or Selected Dealer the terms of such Note, the amount being purchased by such Selling Agent or Selected Dealer and other applicable details set forth above and delivery and payment instructions, with a copy to Westpac. In addition, unless the applicable Selling Agent or Selected Dealer complies with the requirements of Rule 173(a) under the Securities Act, if available, the Purchasing Agent, the applicable Selling Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Notes the Prospectus (including the Pricing Supplement) in relation to such Notes prior to or simultaneously with delivery of the confirmation of sale or delivery of the Note.