Common use of PRICING AGREEMENTS Clause in Contracts

PRICING AGREEMENTS. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase any of the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement, as defined below) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of electronic communications or other transmission method satisfactory to the Company and the Representatives. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.

PRICING AGREEMENTS. (a) Particular sales of Designated Capital Securities may be made from time to time by the Issuer to the Underwriters of such Securities, Capital Securities for whom the firms designated as representatives of the Underwriters of such Capital Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Agreement shall not be construed as an obligation of the Company Issuer to sell any of the Capital Securities to any of the Underwriters or as an obligation of any of the Underwriters to purchase any of the Capital Securities. The , it being understood that the obligation of the Company Issuer to issue and sell any of the Capital Securities and the obligation of any of the Underwriters to purchase any of the Capital Securities shall be evidenced by the Pricing Agreement with respect to the Designated Capital Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Capital Securities, the initial public offering price of such Designated Capital Securities, the purchase price to the Underwriters of such Designated Capital Securities, the names of the Underwriters of such Designated Capital Securities, the names of the Representatives of such Underwriters and Underwriters, the principal amount of such Designated Capital Securities to be purchased by each Underwriter and the commission payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Designated Capital Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement, as defined belowregistration statement and prospectus with respect thereto) the terms of such Designated Capital Securities. A Pricing Agreement shall be executed in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of electronic communications or other transmission method satisfactory communications. The date of execution of the applicable Pricing Agreement is herein referred to as the Company and the Representatives. “Execution Date.” The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint. (b) In all dealings hereunder, the Representatives of the Underwriters of the applicable Capital Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

PRICING AGREEMENTS. (a) Particular sales of Designated Senior Debt Securities may be made from time to time by the Issuer to the Underwriters of such Securities, Senior Debt Securities for whom the firms designated as representatives of the Underwriters of such Senior Debt Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Agreement shall not be construed as an obligation of the Company Issuer to sell any of the Senior Debt Securities to any of the Underwriters or as an obligation of any of the Underwriters to purchase any of the Senior Debt Securities. The , it being understood that the obligation of the Company Issuer to issue and sell any of the Senior Debt Securities and the obligation of any of the Underwriters to purchase any of the Senior Debt Securities shall be evidenced by the Pricing Agreement with respect to the Designated Senior Debt Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Senior Debt Securities, the initial public offering price of such Designated Senior Debt Securities, the purchase price to the Underwriters of such Designated Senior Debt Securities, the names of the Underwriters of such Designated Senior Debt Securities, the names of the Representatives of such Underwriters and Underwriters, the principal amount of such Designated Senior Debt Securities to be purchased by each Underwriter and the commission payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Designated Senior Debt Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement, as defined belowregistration statement and prospectus with respect thereto) the terms of such Designated Senior Debt Securities. A Pricing Agreement shall be executed in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of electronic communications or other transmission method satisfactory communications. The date of execution of the applicable Pricing Agreement is herein referred to as the Company and the Representatives. “Execution Date.” The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint. (b) In all dealings hereunder, the Representatives of the Underwriters of the applicable Senior Debt Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

PRICING AGREEMENTS. (a) Particular sales of Designated Dated Subordinated Debt Securities may be made from time to time by the Issuer to the Underwriters of such Securities, Dated Subordinated Debt Securities for whom the firms designated as representatives of the Underwriters of such Dated Subordinated Debt Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Agreement shall not be construed as an obligation of the Company Issuer to sell any of the Dated Subordinated Debt Securities to any of the Underwriters or as an obligation of any of the Underwriters to purchase any of the Dated Subordinated Debt Securities. The , it being understood that the obligation of the Company Issuer to issue and sell any of the Dated Subordinated Debt Securities and the obligation of any of the Underwriters to purchase any of the Dated Subordinated Debt Securities shall be evidenced by the Pricing Agreement with respect to the Designated Dated Subordinated Debt Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Dated Subordinated Debt Securities, the initial public offering price of such Designated Dated Subordinated Debt Securities, the purchase price to the Underwriters of such Designated Dated Subordinated Debt Securities, the names of the Underwriters of such Designated Dated Subordinated Debt Securities, the names of the Representatives of such Underwriters and Underwriters, the principal amount of such Designated Dated Subordinated Debt Securities to be purchased by each Underwriter and the commission payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Designated Dated Subordinated Debt Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement, as defined belowregistration statement and prospectus with respect thereto) the terms of such Designated Dated Subordinated Debt Securities. A Pricing Agreement shall be executed in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of electronic communications or other transmission method satisfactory communications. The date of execution of the applicable Pricing Agreement is herein referred to as the Company and the Representatives. “Execution Date.” The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint. (b) In all dealings hereunder, the Representatives of the Underwriters of the applicable Dated Subordinated Debt Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

PRICING AGREEMENTS. (a) Particular sales of Designated Debt Securities may be made from time to time by the Issuer to the Underwriters of such Securities, Debt Securities for whom the firms designated as representatives of the Underwriters of such Debt Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Agreement shall not be construed as an obligation of the Company Issuer to sell any of the Debt Securities to any of the Underwriters or as an obligation of any of the Underwriters to purchase any of the Debt Securities. The , it being understood that the obligation of the Company Issuer to issue and sell any of the Debt Securities and the obligation of any of the Underwriters to purchase any of the Debt Securities shall be evidenced by the Pricing Agreement with respect to the Designated Debt Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Debt Securities, the initial public offering price of such Designated Debt Securities, the purchase price to the Underwriters of such Designated Debt Securities, the names of the Underwriters of such Designated Debt Securities, the names of the Representatives of such Underwriters and Underwriters, the principal amount of such Designated Debt Securities to be purchased by each Underwriter and the commission payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Designated Debt Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement, as defined belowregistration statement and prospectus with respect thereto) the terms of such Designated Debt Securities. A Pricing Agreement shall be executed in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of electronic communications or other transmission method satisfactory communications. The date of execution of the applicable Pricing Agreement is herein referred to as the Company and the Representatives. “Execution Date.” The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint. (b) In all dealings hereunder, the Representatives of the Underwriters of the applicable Debt Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

PRICING AGREEMENTS. (a) Particular sales of Designated Securities may be made from time to time by the Issuer to the Underwriters of such Securities, Securities for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Agreement shall not be construed as an obligation of the Company Issuer to sell any of the Securities to any of the Underwriters or as an obligation of any of the Underwriters to purchase any of the Securities. The , it being understood that the obligation of the Company Issuer to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and Underwriters, the principal amount of such Designated Securities to be purchased by each Underwriter and the commission payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement, as defined belowregistration statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be executed in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of electronic telegraphic communications or any other rapid transmission method satisfactory device designed to produce a written record of communications transmitted. The date of execution of the Company and applicable Pricing Agreement is herein referred to as the Representatives. “Execution Date.” The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint. (b) In all dealings hereunder, the Representatives of the Underwriters of the applicable Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

PRICING AGREEMENTS. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase any of the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement, as defined below) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of electronic communications or other transmission method satisfactory to the Company and the Representatives. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.

PRICING AGREEMENTS. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase any of the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement, as defined below) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of electronic communications or other transmission method satisfactory to the Company Company, the Guarantor and the Representatives. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.

PRICING AGREEMENTS. Particular sales of Designated Securities may be made from time to time to the Underwriters Managers of such Securities, for whom the firms designated as representatives of the Underwriters Managers of such Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters Managers and to Underwriters Managers who act without any firm being designated as their representative. This Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters Managers to purchase any of the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters Managers to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters Managers of such Designated Securities, the names of the Underwriters Managers of such Designated Securities, the names of the Representatives of such Underwriters Managers and the principal amount of such Designated Securities to be purchased by each Underwriter Manager and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement, as defined below) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of electronic communications or other transmission method satisfactory to the Company and the Representatives. The obligations of the Underwriters Managers under this Agreement and each Pricing Agreement shall be several and not joint.

PRICING AGREEMENTS. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase any of the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement, as defined below) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of electronic communications or other transmission method satisfactory to the Company and the Representatives. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint. At or prior to the time when sales of the Designated Securities will be first made (the “Time of Sale”), the Company will prepare the Time of Sale Information (as defined below) for such offering of Securities. As used herein, the Time of Sale Information means (i) the Preliminary Prospectus (as defined below) used most recently prior to the Time of Sale, (ii) the final term sheet prepared and filed pursuant to Rule 433 under the Securities Act of 1933, as amended (the “Act”) in the form of Schedule IV to the Pricing Agreement, (iii) the Issuer Free Writing Prospectuses (as defined below), if any, identified in Schedule III to the Pricing Agreement, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

PRICING AGREEMENTS. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase any of the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement, as defined below) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of electronic Exhibit 1.1 communications or other transmission method satisfactory to the Company and the Representatives. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.