Common use of Procedures for Establishing the Terms of the Notes Clause in Contracts

Procedures for Establishing the Terms of the Notes. The Company and the Agents will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the Agents. Once an Agent has recorded any indication of interest in Notes upon certain terms, and communicated with the Company, if the Company accepts an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in the form previously approved by the Presenting Agent, reflecting the terms of such Notes and, after approval from the Presenting Agent, will arrange to have such Pricing Supplement (together with the Prospectus, if amended or supplemented) filed with the Commission and will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, together with such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus" below. No settlements with respect to Notes upon such terms may occur prior to such filing and the Presenting Agent will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. If the Company decides to post rates and a decision has been reached to change interest rates, the Company will promptly notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company will establish rates to be so "posted." Following establishment of posted rates and prior to the filing described in the following sentence, the Agents may only record indications of interest in purchasing Notes at the posted rates. Once any Agent has recorded any indication of interest in Notes at the posted rates and communicated with the Company, if the Company plans to accept an offer at the posted rate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting Agent, will arrange to have such Pricing Supplement (together with the Prospectus if amended or supplemented) filed with the Commission and will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, to the Presenting Agent. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such filing and the Presenting Agent will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" below.

Procedures for Establishing the Terms of the Notes. The Company and the Agents will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the Agents. Once an any Agent has recorded any indication of interest in Notes upon certain terms, and communicated with the Company, if the Company accepts an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in the form previously approved by the Presenting AgentAgents, reflecting the terms of such Notes and, after approval from the Presenting Agent, will arrange to have 10 copies of such Pricing Supplement (together with the Prospectus, if amended or supplemented) filed with the Commission and will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, together with such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus." below. No settlements with respect to Notes upon such terms may occur prior to such filing and the Presenting Agent will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. If the Company decides to post rates and a decision has been reached to change interest rates, the Company will promptly notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company will establish rates to be so "posted." Following establishment of posted rates and prior to the filing described in the following sentence, the Agents may only record indications of interest in purchasing Notes at the posted rates. Once any Agent has recorded any indication of interest in Notes at the posted rates and communicated with the Company, if the Company plans to accept accepts an offer at the posted rate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting Agent, will arrange to have 10 copies of such Pricing Supplement (together with the Prospectus if amended or supplemented) filed with the Commission and will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, to the Presenting Agent. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such filing and the Presenting Agent will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" below.

Procedures for Establishing the Terms of the Notes. The Company and the Agents will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the Agents. Once an Agent has recorded any indication of interest in Notes upon certain terms, and communicated with the Company, if the Company accepts plans to accept an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in the form previously approved by the Presenting Agent, sticker reflecting the terms of such Notes (if the interest rate, Stated Maturity or other terms have changed) and, after approval from the Presenting such Agent, will arrange to have such Pricing Supplement sticker (together with the Prospectus, Prospectus if amended or supplemented) ), electronically filed or transmitted by a means reasonably calculated to result in filing with the Commission by the second Business Day after the Company has accepted such offer (or by the Business Day prior to the Settlement Date in the event the Settlement Date is the first or second Business Day after such acceptance) and pursuant to Rule 424(b) under the Securities Act, and will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, together with and bearing such Pricing Supplementsticker, to the Presenting Agent. See "Delivery of Prospectus" belowAgent that presented such offer. No settlements Settlements with respect to Notes upon such terms may occur prior to such filing or such transmission and the Presenting Agent Agents will not, prior to such filingfiling or such transmission, mail confirmations to customers who have offered to purchase Notes upon such terms. After such filingfiling or such transmission, sales, mailing of confirmations and settlements Settlements may occur with respect to Notes upon such terms, subject to the provisions of "“Delivery of Prospectus" ” below. If the Company decides to post rates and a decision has been reached to change interest rates, the Company will promptly so notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company will establish rates to be so "posted." . Following establishment of posted rates and prior to the filing or transmission described in the following sentence, the Agents may only record indications of interest in purchasing Notes only at the posted rates. Once any an Agent has recorded any indication of interest in Notes at the posted rates and communicated with the Company, if the Company plans to accept an offer at the posted rate, it will prepare a Pricing Supplement sticker reflecting such posted rates and, after approval from the Presenting such Agent, will arrange to have such Pricing Supplement sticker (together with the Prospectus if amended or supplemented) ), electronically filed or transmitted by a means reasonably calculated to result in filing with the Commission by the second Business Day after the Company has accepted such offer (or by the Business Day prior to the Settlement Date in the event the Settlement Date is the first or second Business Day after such acceptance) and pursuant to Rule 424(b) under the Securities Act, and will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, and bearing such sticker, to the Presenting AgentAgent that presented such offer. See "Delivery of Prospectus." No settlements Settlements at the posted rates may occur prior to such filing or such transmission and the Presenting Agent Agents will not, prior to such filingfiling or such transmission, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such filingfiling or such transmission, sales, mailing of confirmations and settlements Settlements may resumeoccur with respect to Notes upon such terms, subject to the provisions of "“Delivery of Prospectus" ” below.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents Dealers will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the AgentsDealers. Once an Agent any Dealer has recorded any indication of interest in Notes upon certain terms, and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from confirmation of the description of the terms of such Note in the Pricing Supplement by the Dealer who presented the offer (the “Presenting AgentDealer”), will arrange to have such 10 copies of the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in filing with, the Securities and Exchange Commission (together with the Prospectus“Commission”) pursuant to Rule 424 under the Securities Act of 1933, if as amended or supplemented) filed with (the Commission and “Act”).1 The Issuer will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, together with and bearing such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus" belowDealer. No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent Dealers will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "“Delivery of Prospectus" ” below. If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each AgentDealer. Each Agent Dealer will forthwith suspend solicitation of purchases. At that time, the Agents Dealers will recommend and the Company Issuer will establish rates to be so "“posted." ”. Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents Dealers may only record indications of interest in purchasing Notes at the posted rates. Once any Agent Dealer has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting AgentDealer, will arrange to have such 10 copies of the Pricing Supplement (together with the Prospectus if amended filed with, or supplemented) filed transmitted by means reasonably calculated to result in filing with the Commission and will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, accompanied by such Pricing Supplement, to the Presenting AgentDealer. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting Agent Dealers will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "“Delivery of Prospectus" ” below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed. Notwithstanding the foregoing the Issuer shall have the right to discuss possible issues of Notes or post rates for certain Notes, with one or some of the Dealers rather than all of the Dealers.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the Agents. Once an any Agent has recorded any indication of interest in Notes upon certain terms, and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting AgentAgents, will arrange to have 10 copies of the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in filing with, the Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended (the "Act"), no later than the fifth Business Day following the date of determination of the settlement information described below or the date such Pricing Supplement (together with the Prospectus, if amended or supplemented) filed with the Commission and is first used. The Issuer will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, together with and bearing such Pricing Supplement, to the Agent who presented such offer (the "Presenting Agent. See "Delivery of Prospectus" below). No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent Agents will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. If the Company decides to post rates and a decision has been reached to change interest rates, the Company will promptly notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company Issuer will establish rates to be so "posted." ". Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents may only record indications of interest in purchasing Notes at the posted rates. Once any Agent has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting AgentAgents, will arrange to have such 10 copies of the Pricing Supplement (together with the Prospectus if amended filed with, or supplemented) filed with transmitted by means reasonably calculated to result in filing with, the Commission and will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting Agent Agents will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents Agent will discuss from time to time the price of and the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the AgentsAgent. Once an the Agent has recorded any indication of interest in Notes upon certain terms, terms and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it the Issuer will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus and Prospectus Supplement, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting Agent, will arrange to have such the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in filing with, the Securities and Exchange Commission (together with the Prospectus, if amended or supplemented“Commission”) filed with via the Commission and will supply an appropriate number of copies of Commission’s XXXXX System pursuant to Rule 424(b) under the Prospectus, as then amended or supplemented, together with such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus" below. Act.* No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "“Delivery of Prospectus" ” below. Pricing Supplements delivered to the Agent will be sent to: Credit Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each the Agent. Each The Agent will forthwith suspend solicitation of purchases. At that time, the Agents Agent will recommend and the Company Issuer will establish rates to be so "“posted." ” Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents Agent may only record indications of interest in purchasing Notes at the posted rates. Once any the Agent has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it the Issuer will prepare a Pricing Supplement reflecting such posted rates rate and, after approval from the Presenting Agent, will arrange to have such the Pricing Supplement (together with the Prospectus if amended filed, or supplemented) filed with transmitted by a means reasonably calculated to result in filing with, the Commission via the Commission’s Xxxxx System pursuant to Rule 424(b) under the Act and will supply an appropriate number of copies at least one copy of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting * If clause (b)(3) of Rule 424 is applicable, such filing shall be made no later than the fifth business day following the earlier of the date of determination of the settlement information described below or the date such Pricing Supplement is first used. If clause (b)(2) or (b)(5) of Rule 424 is applicable, such filing shall be made no later than the second business day following the earlier of the date of determination of the settlement information or the date such Pricing Supplement is first used. Agent will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "“Delivery of Prospectus" ” below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed.

Procedures for Establishing the Terms of the Notes. The Company and the Agents Agent will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the AgentsAgent. Once an the Agent has recorded any indication of interest in Notes upon certain terms, and communicated with the Company, if the Company accepts an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in the form previously approved by the Presenting Agent, reflecting the terms of such Notes and, after approval from the Presenting Agent, will arrange to have such Pricing Supplement (together with the Prospectus, if amended or supplemented) filed with the Commission and will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, together with such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus." below. No settlements with respect to Notes upon such terms may occur prior to such filing and the Presenting Agent will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. If the Company decides to post rates and a decision has been reached to change interest rates, the Company will promptly notify each the Agent. Each The Agent will forthwith suspend solicitation of purchases. At that time, the Agents Agent will recommend and the Company will establish rates to be so "posted." Following establishment of posted rates and prior to the filing described in the following sentence, the Agents Agent may only record indications of interest in purchasing Notes at the posted rates. Once any the Agent has recorded any indication of interest in Notes at the posted rates and communicated with the Company, if the Company plans to accept an offer at the posted rate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting Agent, will arrange to have such Pricing Supplement (together with the Prospectus if amended or supplemented) filed with the Commission and will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, to the Presenting Agent. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such filing and the Presenting Agent will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" below.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the Agents. Once an any Agent has recorded any indication of interest in Notes upon certain terms, and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in the form previously approved by the Presenting AgentSupplement, reflecting the terms of such Notes and, after approval from the Presenting such Agent, will arrange to have such Pricing Supplement (together with the ProspectusSupplement, if amended filed with, or supplemented) filed with transmitted by means reasonably calculated to result in filing with, the Commission and will supply an appropriate number at least two copies of such Pricing Supplement and if requested by the Presenting Agent, additional copies of the Prospectus, as then amended or supplemented, together with such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus" below. No settlements with respect to Notes upon such terms may occur prior to such transmitting for filing and the Presenting Agent Agents will not, prior to such transmitting for filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting for filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company Issuer will establish rates to be so "posted." ". Following establishment of posted rates and prior to the filing or transmitting described in the following sentencepreceding paragraph, the Agents may only record indications of interest in purchasing Notes at the posted rates. Once any Agent has recorded any indication of interest in Notes at the posted rates and communicated with the Company, if the Company plans to accept an offer at the posted rate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting Agent, will arrange to have such Pricing Supplement (together with the Prospectus if amended or supplemented) filed with the Commission and will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, to the Presenting Agent. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such filing and the Presenting Agent will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting for filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents Distributors will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the AgentsDistributors. Once an Agent any Distributor has recorded any indication of interest in Notes upon certain terms, and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting AgentDistributors, will arrange to have such a copy of the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in filing with, the Securities and Exchange Commission (together with the Prospectus"Commission") pursuant to Rule 424 under the Securities Act of 1933, if as amended or supplemented) filed with (the Commission and "Act").* The Issuer will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, together with and bearing such Pricing Supplement, to the Distributor who presented the offer (the "Presenting Agent. See Distributor"Delivery of Prospectus" below). No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent Distributors will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each AgentDistributor. Each Agent Distributor will forthwith suspend solicitation of purchases. At that time, the Agents Distributors will recommend and the Company Issuer will establish rates to be so "posted." Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents Distributors may only record indications of interest in purchasing Notes at the posted rates. Once any Agent Distributor has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting AgentDistributors, will arrange to have such a copy of the Pricing Supplement (together with the Prospectus if amended filed with, or supplemented) filed with transmitted by means reasonably calculated to result in filing with, the Commission and will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Presenting AgentDistributor. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting Agent Distributors will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed. ------------------ * If clause (b)(3) of Rule 424 is applicable, such filing shall be made no later than the fifth business day following the earlier of the date of determination of the settlement information described below or the date such Pricing Supplement is first used. If clause (b)(2) or (b)(5) of Rule 424 is applicable, such filing shall be made no later than the second business day following the earlier of the date of determination of the settlement information or the date such Pricing Supplement is first used.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the Agents. Once an any Agent has recorded any indication of interest in Notes upon certain terms, and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting AgentAgents, will arrange to have such 10 copies of the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in the timely filing with, the Securities and Exchange Commission (together with the Prospectus, if amended or supplemented"Commission") filed with pursuant to Rule 424(b) under the Commission and Act. The Issuer will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, together with and bearing such Pricing Supplement, to the Agent who presented the offer (the "Presenting Agent. See "Delivery of Prospectus" below) and will provide one copy thereof to the Trustee by facsimile transmission. No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent Agents will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company will Issuer shall promptly notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company Issuer will establish rates to be so "posted." Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents may only record indications of interest in purchasing Notes at the posted rates. Once any Agent has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted raterates, it will prepare a Pricing Supplement reflecting such posted rates andrates, and after approval from the Presenting AgentAgents, will arrange to have such 10 copies of the Pricing Supplement (together with filed with, or transmitted by means reasonably calculated result in the Prospectus if amended or supplemented) filed with timely filing with, the Commission and will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting Agent agents will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" , below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents Agent will discuss from time to time the price of and the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the AgentsAgent. Once an the Agent has recorded any indication of interest in Notes upon certain terms, terms and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it the Issuer will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting Agent, will arrange to have such the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in filing with, the Securities and Exchange Commission (together with the Prospectus, if amended or supplemented"Commission") filed with via the Commission and will supply an appropriate number of copies of Commission's Xxxxx System pursuant to Rule 424(b) under the Prospectus, as then amended or supplemented, together with such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus" below. Act.* No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. Pricing Supplements delivered to the Agent will be sent to: Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010 Attn: Xxxxxx Xxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each the Agent. Each The Agent will forthwith suspend solicitation of purchases. At that time, the Agents Agent will recommend and the Company Issuer will establish rates to be so "posted." ". Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents Agent may only record indications of interest in purchasing Notes at the posted rates. Once any the Agent has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it the Issuer will prepare a Pricing Supplement reflecting such posted rates rate and, after approval from the Presenting Agent, will arrange to have the Pricing Supplement filed, or transmitted by a means reasonably calculated to result in filing with, the Commission via the Commission's ---------- * If clause (b)(3) of Rule 424 is applicable, such filing shall be made no later than the fifth business day following the earlier of the date of determination of the settlement information described below or the date such Pricing Supplement is first used. If clause (together with b)(2) or (b)(5) of Rule 424 is applicable, such filing shall be made no later than the Prospectus if amended second business day following the earlier of the date of determination of the settlement information or supplementedthe date such Pricing Supplement is first used. Xxxxx System pursuant to Rule 424(b) filed with under the Commission Act and will supply an appropriate number of copies at least one copy of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting Agent will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the Agents. Once an any Agent has recorded any indication of interest in Notes upon certain terms, and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting AgentAgents, will arrange to have such the Pricing Supplement (together filed electronically with the Prospectus, if amended or supplementedSecurities and Exchange Commission (the "Commission") filed with pursuant to Rule 424(b) under the Commission and Act. The Issuer will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, together with and bearing such Pricing Supplement, to the Agent who presented the offer (the "Presenting Agent. See "Delivery of Prospectus" below) and will provide one copy thereof to the Trustee by facsimile transmission. No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent Agents will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company will Issuer shall promptly notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company Issuer will establish rates to be so "posted." Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents may only record indications of interest in purchasing Notes at the posted rates. Once any Agent has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted raterates, it will prepare a Pricing Supplement reflecting such posted rates andrates, and after approval from the Presenting AgentAgents, will arrange to have such the Pricing Supplement (together with the Prospectus if amended or supplemented) filed electronically with the Commission and will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting Agent agents will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus," below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents Agent will discuss from time to time the price of and the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the AgentsAgent. Once an the Agent has recorded any indication of interest in Notes upon certain terms, terms and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it the Issuer will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting Agent, will arrange to have such the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in filing with, the Securities and Exchange Commission (together with the Prospectus, if amended or supplemented“Commission”) filed with via the Commission and will supply an appropriate number of copies of Commission’s XXXXX System pursuant to Rule 424(b) under the Prospectus, as then amended or supplemented, together with such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus" below. Act.* No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "“Delivery of Prospectus" ” below. Pricing Supplements delivered to the Agent will be sent to: Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each the Agent. Each The Agent will forthwith suspend solicitation of purchases. At that time, the Agents Agent will recommend and the Company Issuer will establish rates to be so "“posted." ”. Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents Agent may only record indications of interest in purchasing Notes at the posted rates. Once any the Agent has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it the Issuer will prepare a Pricing Supplement reflecting such posted rates rate and, after approval from the Presenting Agent, will arrange to have such the Pricing Supplement (together with the Prospectus if amended filed, or supplemented) filed with transmitted by a means reasonably calculated to result in filing with, the Commission via the Commission’s Xxxxx System pursuant to Rule 424(b) under the Act and will supply an appropriate number of copies at least one copy of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Presenting * If clause (b)(3) of Rule 424 is applicable, such filing shall be made no later than the fifth business day following the earlier of the date of determination of the settlement information described below or the date such Pricing Supplement is first used. If clause (b)(2) or (b)(5) of Rule 424 is applicable, such filing shall be made no later than the second business day following the earlier of the date of determination of the settlement information or the date such Pricing Supplement is first used. Agent. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting Agent will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "“Delivery of Prospectus" ” below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents Distributors will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the AgentsDistributors. Once an Agent any Distributor has recorded any indication of interest in Notes upon certain terms, and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting AgentDistributors, will arrange to have such a copy of the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in filing with, the Securities and Exchange Commission (together with the Prospectus"Commission") pursuant to Rule 424 under the Securities Act of 1933, if as amended or supplemented) filed with (the Commission and "Act").* The Issuer will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, together with and bearing such Pricing Supplement, to the Distributor who presented the offer (the "Presenting Agent. See Distributor"Delivery of Prospectus" below). No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent Distributors will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. * If clause (b)(3) of Rule 424 is applicable, such filing shall be made no later than the fifth business day following the earlier of the date of determination of the settlement information described below or the date such Pricing Supplement is first used. If clause (b)(2) or (b)(5) of Rule 424 is applicable, such filing shall be made no later than the second business day following the earlier of the date of determination of the settlement information or the date such Pricing Supplement is first used. If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each AgentDistributor. Each Agent Distributor will forthwith suspend solicitation of purchases. At that time, the Agents Distributors will recommend and the Company Issuer will establish rates to be so "posted." Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents Distributors may only record indications of interest in purchasing Notes at the posted rates. Once any Agent Distributor has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting AgentDistributors, will arrange to have such a copy of the Pricing Supplement (together with the Prospectus if amended filed with, or supplemented) filed with transmitted by means reasonably calculated to result in filing with, the Commission and will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Presenting AgentDistributor. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting Agent Distributors will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents Agent will discuss from time to time the price of and the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the AgentsAgent. Once an the Agent has recorded any indication of interest in Notes upon certain terms, terms and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it the Issuer will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting Agent, will arrange to have such the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in filing with, the Securities and Exchange Commission (together with the Prospectus, if amended or supplemented"Commission") filed with via the Commission and will supply an appropriate number of copies of Commission's Xxxxx System pursuant to Rule 424(b) under the Prospectus, as then amended or supplemented, together with such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus" below. Act.* No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. Pricing Supplements delivered to the Agent will be sent to: Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010 Attn: Xxxxxx Xxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each the Agent. Each The Agent will forthwith suspend solicitation of purchases. At that time, the Agents Agent will recommend and the Company Issuer will establish rates to be so "posted." ". Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents Agent may only record indications of interest in purchasing Notes at the posted rates. Once any the Agent has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it the Issuer will prepare a Pricing Supplement reflecting such posted rates rate and, after approval from the Presenting Agent, will arrange to have the Pricing Supplement filed, or transmitted by a means reasonably calculated to result in filing with, the Commission via the Commission's Xxxxx System pursuant to Rule 424(b) under the Act and will supply at least one copy of the ---------- * If clause (b)(3) of Rule 424 is applicable, such filing shall be made no later than the fifth business day following the earlier of the date of determination of the settlement information described below or the date such Pricing Supplement is first used. If clause (together with b)(2) or (b)(5) of Rule 424 is applicable, such filing shall be made no later than the Prospectus if amended or supplemented) filed with second business day following the Commission and will supply an appropriate number of copies earlier of the date of determination of the settlement information or the date such Pricing Supplement is first used. Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting Agent will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed. SUSPENSION OF SOLICITATION: AMENDMENT OR SUPPLEMENT As provided in the Distribution Agreement, the Issuer may instruct the Agent to suspend solicitation of offers to purchase at any time, and upon receipt of at least one Business Day's prior notice from the Issuer, the Agent will each forthwith suspend solicitation until such time as the Issuer has advised it that solicitation of offers to purchase may be resumed. If the Agent receives the notice from the Issuer contemplated by Section 3(c) or 4(c) of the Distribution Agreement, it will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Issuer is required, pursuant to Section 4(c) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish the Agent with the proposed amendment or supplement; if the Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise the Agent and will furnish the Agent with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Issuer will promptly file such amendment or supplement with the Commission, provide the Agent with copies of any such amendment or supplement, confirm to the Agent that such amendment or supplement has been filed with the Commission and advise the Agent that solicitation may be resumed. Any such suspension shall not affect the Issuer's obligations under the Distribution Agreement; and in the event that at the time the Issuer suspends solicitation of offers to purchase there shall be any offers already accepted by the Issuer outstanding for settlement, the Issuer will have the sole responsibility for fulfilling such obligations. The Issuer will in addition promptly advise the Agent and the Trustee if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers. ACCEPTANCE OF OFFERS The Agent will promptly advise the Issuer, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by the Agent. The Agent may, in its discretion reasonably exercised, without notice to the Issuer, reject any offer received by it, in whole or in part. The Issuer will have the sole right to accept offers to purchase Notes and may reject any such offer, in whole or in part. If the Issuer accepts or rejects an offer, in whole or in part, the Issuer will promptly so notify the Agent.

Procedures for Establishing the Terms of the Notes. The Company and the Agents will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the Agents. Once an any Agent has recorded any indication of interest in Notes upon certain terms, and communicated with the Company, if the Company accepts an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in the form previously approved by the Presenting AgentAgents, reflecting the terms of such Notes and, after approval from the Presenting Agent, will arrange to have such Pricing Supplement (together with the Prospectus, if amended or supplemented) filed with the Commission and will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, together with such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus." below. No settlements with respect to Notes upon such terms may occur prior to such filing and the Presenting Agent will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. If the Company decides to post rates and a decision has been reached to change interest rates, the Company will promptly notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company will establish rates to be so "posted." Following establishment of posted rates and prior to the filing described in the following sentence, the Agents may only record indications of interest in purchasing Notes at the posted rates. Once any Agent has recorded any indication of interest in Notes at the posted rates and communicated with the Company, if the Company plans to accept accepts an offer at the posted rate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting Agent, will arrange to have 10 copies of such Pricing Supplement (together with the Prospectus if amended or supplemented) filed with the Commission and will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, to the Presenting Agent. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such filing and the Presenting Agent will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" below.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the Agents. Once an any Agent has recorded any indication of interest in Notes upon certain terms, and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting AgentAgents, will arrange to have the Pricing Supplement filed via EDGAX xxxh the Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, no later than the fifth Business Day following the earlier of the date of determination of the settlement information described below or the date such Pricing Supplement (together with the Prospectus, if amended or supplemented) filed with the Commission and is first used. The Issuer will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, together with and bearing such Pricing Supplement, to the Agent who presented the offer (the "Presenting Agent. See "Delivery of Prospectus" below). No settlements with respect to Notes upon such terms may occur prior to such filing and the Presenting Agent Agents will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such filing, sales, mailing of or confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company Issuer will establish rates to be so "posted." ". Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents may only record indications of interest in purchasing Notes at the posted rates. Once any Agent has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting AgentAgents, will arrange to have such the Pricing Supplement (together with the Prospectus if amended or supplemented) filed with via EDGAX xxxh the Commission and will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus." No settlements Agent at the posted rates may occur prior address Outdated Pricing Supplements, and copies of the Prospectus to such filing and the Presenting Agent which they are attached (other than those retained for files), will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" belowbe destroyed.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the Agents. Once an any Agent has recorded any indication of interest in Notes upon certain terms, and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting AgentAgents, will arrange to have such the Pricing Supplement (together filed electronically with the Prospectus, if amended or supplementedSecurities and Exchange Commission (the "Commission") filed with pursuant to Rule 424(b) under the Commission and Act. The Issuer will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, together with and bearing such Pricing Supplement, to the Agent who presented the offer (the "Presenting Agent. See "Delivery of Prospectus" below) and will provide one copy thereof to the Trustee by facsimile transmission. No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent Agents will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company will Issuer shall promptly notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company Issuer will establish rates to be so "posted." Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents may only record indications of interest in purchasing Notes at the posted rates. Once any Agent has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted raterates, it will prepare a Pricing Supplement reflecting such posted rates andrates, and after approval from the Presenting AgentAgents, will arrange to have such the Pricing Supplement (together with the Prospectus if amended or supplemented) filed electronically with the Commission and will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting Agent agents will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" , below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents Dealers will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the AgentsDealers. Once an Agent any Dealer has recorded any indication of interest in Notes upon certain terms, and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from confirmation of the description of the terms of such Note in the Pricing Supplement by the Dealer who presented the offer (the "Presenting AgentDealer"), will arrange to have such 10 copies of the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in filing with, the Securities and Exchange Commission (together with the Prospectus"Commission") pursuant to Rule 424 under the Securities Act of 1933, if as amended or supplemented) filed with (the Commission and "Act")./1/ The Issuer will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, together with and bearing such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus" belowDealer. No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent Dealers will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each AgentDealer. Each Agent Dealer will forthwith suspend solicitation of purchases. At that time, the Agents Dealers will recommend and the Company Issuer will establish rates to be so "posted." ". Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents Dealers may only record indications of interest in purchasing Notes at the posted rates. Once any Agent Dealer has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting AgentDealer, will arrange to have such 10 copies of the Pricing Supplement (together with the Prospectus if amended filed with, or supplemented) filed transmitted by means reasonably calculated to result in filing with the Commission and will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, accompanied by such Pricing Supplement, to the Presenting AgentDealer. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting Agent Dealers will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed. Notwithstanding the foregoing the Issuer shall have the right to discuss possible issues of Notes or post rates for certain Notes, with one or some of the Dealers rather than all of the Dealers.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents Agent will discuss from time to time the price of and the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the AgentsAgent. Once an the Agent has recorded any indication of interest in Notes upon certain terms, terms and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it the Issuer will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting Agent, will arrange to have such the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in filing with, the Securities and Exchange Commission (together with the Prospectus, if amended or supplemented“Commission”) filed with via the Commission and will supply an appropriate number of copies of Commission’s XXXXX System pursuant to Rule 424(b) under the Prospectus, as then amended or supplemented, together with such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus" below. Act.* No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "“Delivery of Prospectus" ” below. Pricing Supplements delivered to the Agent will be sent to: Credit Suisse First Boston LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each the Agent. Each The Agent will forthwith suspend solicitation of purchases. At that time, the Agents Agent will recommend and the Company Issuer will establish rates to be so "“posted." ”. Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents Agent may only record indications of interest in purchasing Notes at the posted rates. Once any the Agent has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it the Issuer will prepare a Pricing Supplement reflecting such posted rates rate and, after approval from the Presenting Agent, will arrange to have such the Pricing Supplement (together with the Prospectus if amended filed, or supplemented) filed with transmitted by a means reasonably calculated to result in filing with, the Commission via the Commission’s Xxxxx System pursuant to Rule 424(b) under the Act and will supply an appropriate number of copies at least one copy of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Presenting Agent. See "Delivery * If clause (b)(3) of Prospectus." No settlements at the posted rates may occur prior to Rule 424 is applicable, such filing and shall be made no later than the Presenting Agent will notfifth business day following the earlier of the date of determination of the settlement information described below or the date such Pricing Supplement is first used. If clause (b)(2) or (b)(5) of Rule 424 is applicable, prior to such filing, mail confirmations to customers who have offered to purchase Notes at filing shall be made no later than the posted rates. After second business day following the earlier of the date of determination of the settlement information or the date such filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" belowPricing Supplement is first used.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents will discuss from time to time the price of and the rates to be borne by the Notes that may be sold as a result of the solicitation of offers or offers to purchase by the Agents. Once After an Agent has recorded any indication of interest in Notes upon certain terms, and has communicated with such terms to the CompanyIssuer, the Issuer will notify the Agents if the Company accepts it plans to accept an offer to purchase Notes upon such terms. If so, it the Issuer will prepare a Pricing Supplement in pricing supplement to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting Agent, will arrange to have such Pricing Supplement (together the pricing supplement filed with or transmitted by a means reasonably calculated to result in filing with the Prospectus, if amended or supplementedSecurities and Exchange Commission (the “Commission”) filed with via the Commission and will supply an appropriate number of copies of Commission’s Xxxxx System pursuant to Rule 424 under the Prospectus, as then amended or supplemented, together with such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus" below. Act.* No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "“Delivery of Prospectus" ” below. Pricing supplements delivered to the Agents will be sent to: Credit Suisse First Boston, LLC: Credit Suisse First Boston, LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Short and Medium Term Finance Department Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Wachovia Capital Markets, LLC: Wachovia Capital Markets, LLC Xxx Xxxxxxxx Xxxxxx, XX-0 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Xxx Xxxxxxxx and Xxxx Xxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each Agentthe Agents. Each Agent The Agents will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company will Issuer may establish rates to be so "“posted." ” Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents may only record indications of interest in purchasing Notes at the posted rates. Once any an Agent has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it will prepare a Pricing Supplement pricing supplement reflecting such posted rates rate and, after approval from the Presenting AgentAgents, will arrange to have such Pricing Supplement (together with the Prospectus if amended or supplementedpricing supplement filed via the Commission’s Xxxxx System pursuant to Rule 424(b) filed with under the Commission Act and will supply an appropriate number of copies at least 1 copy of the Prospectus, as then amended or supplemented, and bearing such pricing supplement, to the Presenting Agent. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting Agent Agents will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "“Delivery of Prospectus" ” below. Outdated pricing supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents Agent will discuss from time to time the price of and the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the AgentsAgent. Once an the Agent has recorded any indication of interest in Notes upon certain terms, terms and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it the Issuer will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting Agent, will arrange to have such the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in filing with, the Securities and Exchange Commission (together with the Prospectus, if amended or supplemented"Commission") filed with via the Commission and will supply an appropriate number of copies of Commission's XXXXX System pursuant to Rule 424(b) under the Prospectus, as then amended or supplemented, together with such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus" below. Act.* No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. * If clause (b)(3) of Rule 424 is applicable, such filing shall be made no later than the fifth business day following the earlier of the date of determination of the settlement information described below or the date such Pricing Supplement is first used. If clause (b)(2) or (b)(5) of Rule 424 is applicable, such filing shall be made no later than the second business day following the earlier of the date of determination of the settlement information or the date such Pricing Supplement is first used. Pricing Supplements delivered to the Agent will be sent to: Credit Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each the Agent. Each The Agent will forthwith suspend solicitation of purchases. At that time, the Agents Agent will recommend and the Company Issuer will establish rates to be so "posted." ". Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents Agent may only record indications of interest in purchasing Notes at the posted rates. Once any the Agent has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it the Issuer will prepare a Pricing Supplement reflecting such posted rates rate and, after approval from the Presenting Agent, will arrange to have such the Pricing Supplement (together with the Prospectus if amended filed, or supplemented) filed with transmitted by a means reasonably calculated to result in filing with, the Commission via the Commission's Xxxxx System pursuant to Rule 424(b) under the Act and will supply an appropriate number of copies at least one copy of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting Agent will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed.

Procedures for Establishing the Terms of the Notes. The Company and the Agents will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the Agents. Once an any Agent has recorded any indication of interest in Notes upon certain terms, terms and communicated with the Company, if the Company accepts an offer to purchase Notes upon such terms, it the Company will prepare a Pricing Supplement Supplement, in the form previously approved by the Presenting AgentAgents, reflecting the terms of such Notes and, after approval from the Presenting such Agent, will arrange to have electronically transmit for filing with the SEC under the XXXXX system a copy of such Pricing Supplement (together with the Prospectus, if amended or supplemented) filed with the Commission and will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, together with such Pricing Supplement, to the Presenting AgentAgent who presented such offer. See "“Delivery of Prospectus" below. .” No settlements with respect to Notes upon such terms may occur prior to such filing and the Presenting Agent such Agents will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "“Delivery of Prospectus" ” below. If the Company decides to post rates and a decision has been reached to change interest rates, the Company will promptly notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company will establish rates to be so "“posted." ” Following establishment of posted rates and prior to the filing described in the following sentence, the Agents may only record indications of interest in purchasing Notes at the posted rates. Once any Agent has recorded any indication of interest in Notes at the posted rates and communicated with the Company, if the Company plans to accept an offer at the posted rate, it the Company will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting AgentAgents, will arrange to have electronically transmit for filing with the SEC under the XXXXX system a copy of such Pricing Supplement (together with the Prospectus if amended or supplemented) filed with the Commission and will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, to the Presenting AgentAgent who presented such offer. See "“Delivery of Prospectus." ” No settlements at the posted rates may occur prior to such filing and the Presenting Agent Agents will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "“Delivery of Prospectus" ” below.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents Dealers will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the AgentsDealers. Once an Agent any Dealer has recorded any indication of interest in Notes upon certain terms, and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from confirmation of the description of the terms of such Note in the Pricing Supplement by the Dealer who presented the offer (the “Presenting AgentDealer”), will arrange to have such the Pricing Supplement (together filed with the ProspectusSecurities and Exchange Commission (the “Commission”) pursuant to Rule 424 under the Securities Act of 1933, if as amended (the “Act”) and any applicable Term Sheet or supplemented) Issuer Free Writing Prospectus filed with the Commission and within the time frame required by the Act.1 The Issuer will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, together with and bearing such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus" belowDealer. No settlements with respect to Notes upon such terms may occur prior to such filing and the Presenting Agent Dealers will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "“Delivery of Prospectus" ” below. If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each AgentDealer. Each Agent Dealer will forthwith suspend solicitation of purchases. At that time, the Agents Dealers will recommend and the Company Issuer will establish rates to be so "“posted." ”. Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents Dealers may only record indications of interest in purchasing Notes at the posted rates. Once any Agent Dealer has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting AgentDealer, will arrange to have such the Pricing Supplement (together with the and any applicable Term Sheet or Issuer Free Writing Prospectus if amended or supplemented) filed with the Commission and will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, accompanied by such Pricing Supplement, to the Presenting AgentDealer. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting Agent Dealers will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "“Delivery of Prospectus" ” below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed. Notwithstanding the foregoing the Issuer shall have the right to discuss possible issues of Notes or post rates for certain Notes, with one or some of the Dealers rather than all of the Dealers.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the Agents. Once an any Agent has recorded any indication of interest in Notes upon certain terms, and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting AgentAgents, will arrange to have the Pricing Supplement filed via XXXXX with the Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, no later than the fifth Business Day following the earlier of the date of determination of the settlement information described below or the date such Pricing Supplement (together with the Prospectus, if amended or supplemented) filed with the Commission and is first used. The Issuer will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, together with and bearing such Pricing Supplement, to the Agent who presented the offer (the "Presenting Agent. See "Delivery of Prospectus" below). No settlements with respect to Notes upon such terms may occur prior to such filing and the Presenting Agent Agents will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such filing, sales, mailing of or confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company Issuer will establish rates to be so "posted." ". Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents may only record indications of interest in purchasing Notes at the posted rates. Once any Agent has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting AgentAgents, will arrange to have such the Pricing Supplement (together with the Prospectus if amended or supplemented) filed via XXXXX with the Commission and will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Presenting AgentAgent at the address listed on Annex A attached hereto. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such filing and the Presenting Agent Agents will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents Agent will discuss from time to time the price of and the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the AgentsAgent. Once an the Agent has recorded any indication of interest in Notes upon certain terms, terms and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it the Issuer will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting Agent, will arrange to have such the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in filing with, the Securities and Exchange Commission (together with the Prospectus, if amended or supplemented"Commission") filed with via the Commission and will supply an appropriate number of copies of Commission's Xxxxx System pursuant to Rule 424(b) under the Prospectus, as then amended or supplemented, together with such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus" below. Act.* No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. * If clause (b)(3) of Rule 424 is applicable, such filing shall be made no later than the fifth business day following the earlier of the date of determination of the settlement information described below or the date such Pricing Supplement is first used. If clause (b)(2) or (b)(5) of Rule 424 is applicable, such filing shall be made no later than the second business day following the earlier of the date of determination of the settlement information or the date such Pricing Supplement is first used. Pricing Supplements delivered to the Agent will be sent to: Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010 Attn: Xxxxxx Xxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each the Agent. Each The Agent will forthwith suspend solicitation of purchases. At that time, the Agents Agent will recommend and the Company Issuer will establish rates to be so "posted." ". Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents Agent may only record indications of interest in purchasing Notes at the posted rates. Once any the Agent has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it the Issuer will prepare a Pricing Supplement reflecting such posted rates rate and, after approval from the Presenting Agent, will arrange to have such the Pricing Supplement (together with the Prospectus if amended filed, or supplemented) filed with transmitted by a means reasonably calculated to result in filing with, the Commission via the Commission's Xxxxx System pursuant to Rule 424(b) under the Act and will supply an appropriate number of copies at least one copy of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting Agent will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "Delivery of Prospectus" below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the Agents. Once an any Agent has recorded any indication of interest in Notes upon certain terms, and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Presenting AgentAgents, will arrange to have the Pricing Supplement filed via EXXXX with the Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, no later than the fifth Business Day following the earlier of the date of determination of the settlement information described below or the date such Pricing Supplement (together with the Prospectus, if amended or supplemented) filed with the Commission and is first used. The Issuer will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, together with and bearing such Pricing Supplement, to the Agent who presented the offer (the “Presenting Agent. See "Delivery of Prospectus" below”). No settlements with respect to Notes upon such terms may occur prior to such filing and the Presenting Agent Agents will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such filing, sales, mailing of or confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "“Delivery of Prospectus" ” below. If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company Issuer will establish rates to be so "“posted." ”. Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents may only record indications of interest in purchasing Notes at the posted rates. Once any Agent has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting AgentAgents, will arrange to have such the Pricing Supplement (together with the Prospectus if amended or supplemented) filed via EXXXX with the Commission and will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Presenting AgentAgent at the address listed on Annex A attached hereto. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such filing and the Presenting Agent Agents will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "“Delivery of Prospectus" ” below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents Dealers will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the AgentsDealers. Once an Agent any Dealer has recorded any indication of interest in Notes upon certain terms, and communicated with the CompanyIssuer, if the Company accepts Issuer plans to accept an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in to the form previously approved by the Presenting AgentProspectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from confirmation of the description of the terms of such Note in the Pricing Supplement by the Dealer who presented the offer (the “Presenting AgentDealer”), will arrange to have such 10 copies of the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in filing with, the Securities and Exchange Commission (together with the Prospectus“Commission”) pursuant to Rule 424 under the Securities Act of 1933, if as amended or supplemented) filed with (the Commission and “Act”).1 The Issuer will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, together with and bearing such Pricing Supplement, to the Presenting Agent. See "Delivery of Prospectus" belowDealer. No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Presenting Agent Dealers will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "“Delivery of Prospectus" ” below. If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each AgentDealer. Each Agent Dealer will forthwith suspend solicitation of purchases. At that time, the Agents Dealers will recommend and the Company Issuer will establish rates to be so "“posted." ”. Following establishment of posted rates and prior to the transmitting or filing described in the following sentencepreceding paragraph, the Agents Dealers may only record indications of interest in purchasing Notes at the posted rates. Once any Agent Dealer has recorded any indication of interest in Notes at the posted rates and communicated with the CompanyIssuer, if the Company Issuer plans to accept an offer at the posted rate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting AgentDealer, will arrange to have such 10 copies of the Pricing Supplement (together with the Prospectus if amended filed with, or supplemented) filed transmitted by means reasonably calculated to result in filing with the Commission and will supply an appropriate number of at least 10 copies of the Prospectus, as then amended or supplemented, accompanied by such Pricing Supplement, to the Presenting AgentDealer. See "Delivery of Prospectus." No settlements at the posted rates may occur prior to such transmitting or filing and the Presenting Agent Dealers will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "“Delivery of Prospectus" ” below. Outdated Pricing Supplements, and copies of the Prospectus to which they are attached (other than those retained for files), will be destroyed.

Procedures for Establishing the Terms of the Notes. The Company and the Agents will discuss from time to time the rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the Agents. Once an Agent has recorded any indication of interest in Notes upon certain terms, and communicated with the Company, if the Company accepts an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in the form previously approved by the Presenting Agent, reflecting the terms of such Notes and, after approval from the Presenting Agent, will arrange to have such Pricing Supplement (together with the Prospectus, if amended or supplemented) filed with the Commission and will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, together with such Pricing Supplement, to the Presenting Agent. See "“Delivery of Prospectus" ” below. No settlements with respect to Notes upon such terms may occur prior to such filing and the Presenting Agent will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "“Delivery of Prospectus" ” below. If the Company decides to post rates and a decision has been reached to change interest rates, the Company will promptly notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company will establish rates to be so "“posted." ” Following establishment of posted rates and prior to the filing described in the following sentence, the Agents may only record indications of interest in purchasing Notes at the posted rates. Once any Agent has recorded any indication of interest in Notes at the posted rates and communicated with the Company, if the Company plans to accept an offer at the posted rate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the Presenting Agent, will arrange to have such Pricing Supplement (together with the Prospectus if amended or supplemented) filed with the Commission and will supply an appropriate number of copies of the Prospectus, as then amended or supplemented, to the Presenting Agent. See "“Delivery of Prospectus." ” No settlements at the posted rates may occur prior to such filing and the Presenting Agent will not, prior to such filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. After such filing, sales, mailing of confirmations and settlements may resume, subject to the provisions of "“Delivery of Prospectus" ” below.