Common use of Solicitations as Agent Purchases as Principal Clause in Contracts

Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. In connection with an Agent's actions as agent hereunder, such Agent agrees to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of notice from the Company, the Agents will forthwith suspend solicitations of offers to purchase Notes from the Company until such time as the Company has advised the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, however, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may request. The Company also reserves the right to sell, solicit and accept offers to purchase Notes directly on its own behalf. The Company agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the percentage set forth below of the purchase price of such Note:

Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. In connection with On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Agent agrees, as an Agent's actions as agent hereunderof the Company, such Agent agrees to use its reasonable best efforts to solicit offers to purchase Notes the Shares. The Agent and the Company agree that such solicitations, and offers for the sale of the Shares, shall commence upon receipt of, and shall be made in accordance with, written instructions from the terms and conditions set forth Company to the Agent (which shall be substantially in the Prospectus form of Exhibit A hereto and which may take the form of an exchange of any standard form of written telecommunication between the Agent and the Company) and shall continue until such time as then amended or supplementedthe Company has instructed the Agent that such solicitations and offers shall be suspended in accordance with Section 8 hereof. The Company reserves the right, in its sole discretion, to instruct the Agents to suspend Agent, at any timetime and from time to time after the Commencement Date (as defined in Section 7 hereof), to so commence or suspend such solicitations and offers for any period of time or permanently, permanently in accordance with the solicitation provisions of offers to purchase Notesthis Agreement. Upon receipt In soliciting purchases of notice from the Company, the Agents will forthwith suspend solicitations of offers to purchase Notes Shares from the Company until such time by others (including customers of the Agent), the Agent will be acting for the Company and not as principal. The Agent, as the Company has advised exclusive agent for the Agents that such solicitation may be resumed. While such solicitation is suspendedoffer and sale of the Shares, will use its reasonable best efforts to sell the Shares on behalf of the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c)as contemplated hereby; provided, however, that if it is understood by the Registration Statement or Prospectus is amended or supplemented during Company that the period Agent has no obligations to find purchasers of suspension (other than the Shares and that the Agent in its sole discretion, upon notice thereof to the Company, can suspend from time to time its efforts in offering for sale, and soliciting purchases of, the Shares. In any transaction where the Agent has acted as agent for the Company and has not purchased as principal, the Agent will use its reasonable best efforts to obtain performance by an amendment or supplement providing solely for a change each purchaser of Shares from the Company, but the Agent will not have liability to the Company in the interest rates, redemption provisions, amortization schedules or maturities offered event any such purchase is not consummated for any reason except as may be otherwise provided by any applicable regulations and rules of the Exchanges (as defined in Section 3(a) (i) hereof) on which the Notes or transaction was executed and except that the Agent will complete the purchase in accordance with the customs of the Exchanges in the case of transactions in which the Agent has also acted as broker for a change the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may requestpurchaser. The Company also reserves understands that under no circumstances shall the right to sell, solicit and accept offers Agent be obligated to purchase Notes directly on any Shares for its own behalf. The Company agrees account, except (i) pursuant to pay to each Agenta Terms Agreement, (ii) as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission provided in the form preceding sentence and (iii) except to the extent that the Agent has acted as a principal in purchasing a portion of a discount from block as contemplated by Section 3 (a)(ii) hereof, or has made a firm commitment with the purchase price of such Note equal to the percentage set forth below Company in connection with an offering or distribution of the purchase price of such Note:type contemplated by Section 3(a) (iii) hereof that has been expressly authorized by the Company and agreed to by the Agent.

Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. In connection with On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Agent agrees, as an Agent's actions as agent hereunderof the Company, such Agent agrees to use its reasonable best efforts to solicit offers to purchase Notes the Shares. The Agent and the Company agree that such solicitations and offers for the sale of the Shares shall commence upon receipt of, and shall be made in accordance with, written instructions from the terms and conditions set forth Company to the Agent (which shall be substantially in the Prospectus form of Exhibit A hereto and which may take the form of an exchange of any standard form of written telecommunication between the Agent and the Company) and shall continue until such time as then amended or supplementedthe Company has instructed the Agent that such solicitations and offers shall be suspended in accordance with Section 8 hereof. The Company reserves the right, in its sole discretion, to instruct the Agents to suspend Agent, at any timetime and from time to time after the Commencement Date (as defined in Section 7 hereof), to so commence or suspend such solicitations and offers for any period of time or permanently, permanently in accordance with the solicitation provisions of offers to purchase Notesthis Agreement. Upon receipt In soliciting purchases of notice from the Company, the Agents will forthwith suspend solicitations of offers to purchase Notes Shares from the Company until such time by others (including customers of the Agent), the Agent will be acting for the Company and not as principal. The Agent, as the Company has advised exclusive agent for the Agents that such solicitation may be resumed. While such solicitation is suspendedoffer and sale of the Shares, will use its reasonable best efforts to sell the Shares on behalf of the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c)as contemplated hereby; provided, however, that if it is understood by the Registration Statement or Prospectus is amended or supplemented during Company that the period Agent has no obligation to find purchasers of suspension (other than the Shares and that the Agent in its sole discretion, upon notice thereof to the Company, can suspend from time to time its efforts in offering for sale, and soliciting purchases of, the Shares. In any transaction where the Agent has acted as agent for the Company and has not purchased as principal, the Agent will use its reasonable best efforts to obtain performance by an amendment or supplement providing solely for a change each purchaser of Shares from the Company, but the Agent will not have liability to the Company in the interest rates, redemption provisions, amortization schedules or maturities offered event any such purchase is not consummated for any reason except as may be otherwise provided by any applicable regulations and rules of the Exchanges (as defined in Section 3(a) (i) hereof) on which the Notes or transaction was executed and except that the Agent will complete the purchase in accordance with the customs of the Exchanges in the case of transactions in which the Agent has also acted as broker for a change the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may requestpurchaser. The Company also reserves understands that under no circumstances shall the right to sell, solicit and accept offers Agent be obligated to purchase Notes directly on any Shares for its own behalf. The Company agrees account, except (i) pursuant to pay to each Agenta Terms Agreement, (ii) as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission provided in the form preceding sentence and (iii) except to the extent that the Agent has acted as a principal in purchasing a portion of a discount from block as contemplated by Section 3 (a)(ii) hereof, or has made a firm commitment with the purchase price of such Note equal to the percentage set forth below Company in connection with an offering or distribution of the purchase price of such Note:type contemplated by Section 3(a) (iii) hereof that has been expressly authorized by the Company and agreed to by the Agent.

Solicitations as Agent Purchases as Principal. (aA) Solicitations as AgentSOLICITATIONS AS AGENT. In connection with an Agent's actions as agent hereunder, such Agent agrees to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day's prior notice from the Company, the Agents will forthwith suspend solicitations of offers to purchase Notes from the Company until such time as the Company has advised the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); providedPROVIDED, howeverHOWEVER, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may request. The Company also reserves the right to sell, solicit and accept offers to purchase Notes directly on its own behalf. The Company agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the percentage set forth below of the purchase price of such Note:

Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. In connection with an Agent's actions On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, as agent hereunderof the Company, such Agent agrees to use its reasonable efforts to solicit offers to purchase Notes the Securities from the Company upon the terms and conditions set forth in the Prospectus as then amended or supplementedsupplemented from time to time. So long as this Agreement shall remain in effect with respect to any Agent, the Company shall not, without the consent of such Agent, solicit or accept offers to purchase, or sell in the United States Securities or any other substantially similar debt securities with a maturity at the time of original issuance of 9 months to 30 years except (i) pursuant to this Agreement and any Terms Agreement, (ii) pursuant to a private placement not constituting a public offering under the Securities Act, (iii) in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous public offering of medium-term debt securities, or (iv) in connection with the continuous offering of asset-backed medium-term debt securities rated "AA" (or an equivalent rating) or higher by a nationally recognized statistical rating organization (as defined for purposes of Rule 436(g) under the Securities Act) (a "Rating Organization"). However, the Company reserves the right to sell, and may solicit and accept offers to purchase, Securities directly on its own behalf to investors (other than broker- dealers). The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase NotesSecurities. Upon receipt of at least one business day's prior notice from the Company, the Agents each Agent will forthwith suspend solicitations solicitation of offers to purchase Notes Securities from the Company until such time as the Company has advised the such Agent or Agents that such solicitation may be resumed. While During the period of time that such solicitation is suspended, the Company shall not be required to deliver any certificatesopinions, opinions letters or letters certificates in accordance with Sections 5(a4(i), 5(b4(j) and 5(c4(k); provided, however, provided that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on for the Notes Securities or for a change that the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers of- fers to purchase Notes Securities until the Company has delivered such certificatesopinions, opinions letters and letters certificates as such Agent may reasonably request. The Company also reserves the right to sell, solicit and accept offers to purchase Notes directly on its own behalf. The Company agrees to pay to each Agent, as consideration for the sale of each Note Security resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note Security in an amount equal to the following applicable percentage set forth below of the purchase price principal amount of such NoteSecurity sold:

Solicitations as Agent Purchases as Principal. (a) Solicitations as AgentSOLICITATIONS AS AGENT. In connection with an Agent's actions as agent hereunder, such Agent agrees to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day's prior notice from the Company, the Agents will forthwith suspend solicitations of offers to purchase Notes from the Company until such time as the Company has advised the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); providedPROVIDED, howeverHOWEVER, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may request. The Company also reserves the right to sell, solicit and accept offers to purchase Notes directly on its own behalf. The Company agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the percentage set forth below of the purchase price of such Note:

Solicitations as Agent Purchases as Principal. (a) Solicitations SOLICITATIONS AS AGENT. Except when the Agent has agreed to purchase as Agent. In connection with an Agent's actions principal pursuant to a Terms Agreement as agent hereunderdescribed in Section 2(b) hereof, such Agent agrees to undertake at the request of the Company and on the basis of the representations and warranties herein contained to use reasonable its best efforts to solicit offers to purchase Notes the Notes, as agent of the Company, upon the terms and conditions set forth in the Prospectus as then amended or supplementedProspectus. The Company reserves the right, in its sole discretion, to instruct suspend such solicitation by any one or more of the Agents to suspend of purchases of the Notes commencing at any time, time for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of notice instructions from the Company, the Agents each Agent will forthwith suspend solicitations solicitation of offers to purchase Notes purchases from the Company until such time as the Company has advised the such Agent or Agents that such solicitation may be resumed. While Each Agent shall have the right to suspend solicitations, commencing at any time such solicitation is suspended, Agent reasonably believes that there has occurred a material adverse change in the condition of the Company shall not be required and its consolidated affiliates, taken as a whole, from that then set forth in the Registration Statement and the Prospectus, and ending at the time such Agent has been reasonably satisfied that adequate and full disclosure of such adverse change has been made (including, without limitation, by means of any necessary amendments or supplements to deliver any certificates, opinions the Registration Statement and the Prospectus or letters in accordance with Sections 5(a), 5(b) and 5(cthe use of a Permitted Free Writing Prospectus); provided, however, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), no any such Agent shall be required to resume soliciting offers to purchase Notes until notify the Company has delivered of its belief prior to or concurrently with any such certificates, opinions and letters as such Agent may request. The Company also reserves the right to sell, solicit and accept offers to purchase Notes directly on its own behalfsuspension of solicitations. The Company agrees to pay each Agent a commission, by means of a deduction from the proceeds of a sale of Notes, equal to a percentage of the public offering price of each Note sold by the Company as a result of a solicitation made by such Agent as the Company and such Agent may agree. Unless otherwise agreed upon by the Company and each Agent, as consideration for such commission percentage shall range from 0.04% to 0.60% of the sale public offering price of each Note resulting from a solicitation made or an Note. It is understood that no commission will be payable with respect to any offer to purchase Notes accepted by the Company in the event that the Company tenders such Note and delivery of such Note is not accepted by the purchaser. As agent, each Agent is authorized to solicit orders for the Notes at a purchase price which shall be agreed upon by the Company and such Agent and set forth in a supplement to the Prospectus and (except as may be otherwise provided in an applicable Pricing Supplement) only in denominations of 100,000 units of the currency in which the Notes are denominated (the “Specified Currency”) or any integral multiple of 1,000 units of such Specified Currency in excess thereof (in the case of Certificated Notes) or in denominations of 1,000 units of the Specified Currency (in the case of Book-Entry Notes). Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Notes received by such AgentAgent as agent. The Company shall have the sole right to accept offers to purchase the Notes and may reject any such offer in whole or in part. Each Agent shall have the right to reject any offer that is not a reasonable offer to purchase the Notes received by it in whole or in part, and any such rejection shall not be deemed a commission in the form of a discount from the purchase price breach of such Note equal Agent’s agreement contained herein. “Reasonable best efforts” with respect to an offer shall be determined by such Agent by reference to then-prevailing interest rates and the percentage set forth below of interest rates then posted by the purchase price of such Note:Company with respect to offers to sell the Notes.

Solicitations as Agent Purchases as Principal. (a) ---------------------------------------------- Solicitations as Agent. In connection with an Agent's actions On the basis of the representations and warranties ---------------------- herein contained, but subject to the terms and conditions herein set forth, each of you agrees, as agent hereunderof the Company, such Agent agrees to use reasonable your best efforts to solicit offers to purchase Notes the Securities upon the terms and conditions set forth in the Prospectus Prospectus. You are hereinafter sometimes referred to, in your capacity as then amended or supplementedagents, as the "Agents". The Company reserves the right from time to time to sell Securities on its own behalf directly to investors, provided that the Company shall furnish the Agents with reasonable advance notification of any domestic offering of such Securities. Commissions will not be paid on Notes sold directly by the Company. The Company reserves the right, in its sole discretion, to instruct suspend solicitation of purchases of the Agents to suspend Securities commencing at any time, time for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of notice instructions from the Company, the Agents you will forthwith suspend solicitations solicitation of offers to purchase Notes purchases from the Company until such time as the Company has advised the Agents you that such solicitation may be resumed. While such solicitation is suspendedThe Company agrees to pay you a commission, in the form of a discount, equal to the percentage of the principal amount of each Note sold by the Company shall not be required to deliver any certificates, opinions or letters as a result of a solicitation made by you as set forth in accordance with Sections 5(a), 5(b) and 5(c); provided, however, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may requestSchedule A hereto. The Company also reserves the right to sell, solicit and may accept offers to purchase Notes directly on its own behalfthrough an agent other than an Agent, provided that (i) the Company shall not have solicited such -------- offers, (ii) the Company and such agent shall have executed an agreement with respect to such purchases having terms and conditions (including, without limitation, commission rates) with respect to such purchases substantially the same as the terms and conditions that would apply to such purchases under this Agreement if such agent were an Agent (which may be accomplished by incorporating by reference in such agreement the terms and conditions of this Agreement) and (iii) the Company shall notify the Agents prior to the execution of any such agreement and shall provide the Agents with a copy of such agreement promptly following the execution thereof. As an Agent, each of you is authorized to solicit orders for the Securities only in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000 at a purchase price equal to 100% or a percentage of their principal amount otherwise specified. You shall communicate to the Company, orally or in writing, each reasonable offer to purchase Securities received by you as Agent. The Company agrees shall have the sole right to pay accept offers to each Agent, as consideration for purchase the sale of each Note resulting from a solicitation made Securities and may reject any such offer in whole or an in part. You shall have the right to reject any offer to purchase the Securities received by you in whole or in part, and any such Agent, rejection shall not be deemed a commission in the form breach of a discount from the purchase price of such Note equal to the percentage set forth below of the purchase price of such Note:your agreement contained herein.

Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. In connection with an Agent's actions as agent hereunderOn the basis of the representations and warranties herein contained, such Agent agrees but subject to the terms and conditions herein set forth, each of you will use your reasonable best efforts to solicit offers to purchase Notes the Securities upon the terms and conditions set forth in the Prospectus as then amended or supplemented; provided, however, that each of you hereby represents and agrees that you will not make any representations or use any information other than that set forth in the Prospectus as then amended or supplemented or solicit any offer to purchase the Securities other than by means of the Prospectus as then amended or supplemented. The Company reserves the right, in its sole discretion, to instruct the Agents each of you to suspend at any time, for any period of time or permanently, the solicitation solicitations of offers to purchase Notesthe Securities. Upon receipt of notice from the Company, the Agents you will forthwith suspend solicitations of offers to purchase Notes Securities from the Company until such time as the Company has advised the Agents you that such solicitation may be resumed. While such solicitation During the period of time that this Agreement is suspended, suspended the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b3(i) and 5(c(j); provided, however, that if the Registration Statement or Prospectus is amended or supplemented during the period none of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), no Agent you shall be required to resume soliciting offers to purchase Notes Securities until the Company has delivered such certificates, opinions and or letters as such Agent may request. The Company also reserves requested by any of you if any of the right to sell, solicit events described in Sections 3(i) and accept offers to purchase Notes directly on its own behalf(j) have occurred during the period of suspension. The Company agrees to pay to each Agent, as consideration for the sale of each Note any Securities resulting from a solicitation made or an offer to purchase received by such Agentyou, a commission in the form of a discount from the purchase price principal amount of such Note each Security sold by the Company hereunder equal to the percentage applicable amounts set forth below of in Schedule A attached hereto or such other amounts as may be agreed to by the purchase price of Company and such Note:Agent.

Solicitations as Agent Purchases as Principal. (a) Solicitations SOLICITATIONS AS AGENT. Except when the Agent has agreed to purchase as Agent. In connection with an Agent's actions principal pursuant to a Terms Agreement as agent hereunderdescribed in Section 2(b) hereof, such Agent agrees to undertake at the request of the Company and on the basis of the representations and warranties herein contained to use reasonable its best efforts to solicit offers to purchase Notes the Notes, as agent of the Company, upon the terms and conditions set forth in the Prospectus as then amended or supplementedProspectus. The Company reserves the right, in its sole discretion, to instruct suspend such solicitation by any one or more of the Agents to suspend of purchases of the Notes commencing at any time, time for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of notice instructions from the Company, the Agents each Agent will forthwith suspend solicitations solicitation of offers to purchase Notes purchases from the Company until such time as the Company has advised the such Agent or Agents that such solicitation may be resumed. While Each Agent shall have the right to suspend solicitations, commencing at any time such solicitation is suspended, Agent reasonably believes that there has occurred a material adverse change in the condition of the Company shall not be required and its consolidated affiliates, taken as a whole, from that then set forth in the Registration Statement and the Prospectus, and ending at the time such Agent has been reasonably satisfied that adequate and full disclosure of such adverse change has been made (including, without limitation, by means of any necessary amendments or supplements to deliver any certificates, opinions the Registration Statement and the Prospectus or letters in accordance with Sections 5(a), 5(b) and 5(cthe use of a Permitted Free Writing Prospectus); provided, however, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), no any such Agent shall be required to resume soliciting offers to purchase Notes until notify the Company has delivered of its belief prior to or concurrently with any such certificates, opinions and letters as such Agent may request. The Company also reserves the right to sell, solicit and accept offers to purchase Notes directly on its own behalfsuspension of solicitations. The Company agrees to pay each Agent a commission, by means of a deduction from the proceeds of a sale of Notes, equal to a percentage of the public offering price of each Note sold by the Company as a result of a solicitation made by such Agent as the Company and such Agent may agree. Unless otherwise agreed upon by the Company and each Agent, as consideration for such commission percentage shall range from 0.04% to 0.60% of the sale public offering price of each Note resulting from a solicitation made or an Note. It is understood that no commission will be payable with respect to any offer to purchase Notes accepted by the Company in the event that the Company tenders such Note and delivery of such Note is not accepted by the purchaser. As agent, each Agent is authorized to solicit orders for the Notes at a purchase price which shall be agreed upon by the Company and such Agent and set forth in a supplement to the Prospectus and (except as may be otherwise provided in an applicable Pricing Supplement) only in denominations of 100,000 units of the currency in which the Notes are denominated (the “Specified Currency”) or any integral multiple of l,000 units of such Specified Currency in excess thereof (in the case of Certificated Notes) or in denominations of 1,000 units of the Specified Currency (in the case of Book-Entry Notes). Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Notes received by such AgentAgent as agent. The Company shall have the sole right to accept offers to purchase the Notes and may reject any such offer in whole or in part. Each Agent shall have the right to reject any offer that is not a reasonable offer to purchase the Notes received by it in whole or in part, and any such rejection shall not be deemed a commission in the form of a discount from the purchase price breach of such Note equal Agent’s agreement contained herein. “Reasonable best efforts” with respect to an offer shall be determined by such Agent by reference to then-prevailing interest rates and the percentage set forth below of interest rates then posted by the purchase price of such Note:Company with respect to offers to sell the Notes.