Common use of Solicitations as Agent Clause in Contracts

Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, you agree to use your reasonable efforts, as agent for the Company, to solicit offers to purchase the Securities upon the terms and conditions set forth in the General Disclosure Package and the Prospectus. You are not authorized to appoint sub-agents with respect to Securities sold through you as agent. All securities sold through you as agent will be sold at 100% of their principal amount, unless otherwise agreed upon by you and the Company. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Securities commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, you will forthwith suspend solicitation of purchases from the Company until advised by the Company that such solicitation may be resumed. The Company agrees to pay you a commission equal to a specified percentage, as agreed between the Company and you, of the principal amount (or, in the case of original issue discount securities, the principal amount payable at the stated maturity thereof) of each Security sold by the Company, as a result of a solicitation made or offer to purchase received by you, as agent for the Company. You, in your capacity as agent for the Company, are authorized to solicit orders for the Securities with terms specified to you from time to time by the Company. You shall communicate to the Company, orally or in writing, each offer to purchase Securities received by you as agent that in your judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or 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 rejection shall not be deemed a breach of your agreement contained herein.

Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, you agree to use your reasonable efforts, as agent for the Company, to solicit offers to purchase the Securities upon the terms and conditions set forth in the General Disclosure Package and the Prospectus. You are not authorized to appoint sub-agents with respect to Securities sold through you as agent. All securities sold through you as agent will be sold at 100% of their principal amount, unless otherwise agreed upon by you and the Company. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Securities commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, you will forthwith suspend solicitation of purchases from the Company until advised by the Company that such solicitation may be resumed. The Company agrees to pay you a commission equal to a specified percentage, as agreed between the Company and you, of the principal amount (or, in the case of original issue discount securitiesOriginal Issue Discount Securities, the principal amount payable at the stated maturity thereof) of each Security sold by the Company, as a result of a solicitation made or offer to purchase received by you, as agent for the Company. You, in your capacity as agent for the Company, are authorized to solicit orders for the Securities with terms specified to you from time to time by the Company. You shall communicate to the Company, orally or in writing, each offer to purchase Securities received by you as agent that in your judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or 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 rejection shall not be deemed a breach of your agreement contained herein.

Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, you agree to use your reasonable efforts, as agent for the Company, to solicit offers to purchase the Securities upon the terms and conditions set forth in the General Disclosure Package and the Prospectus. You are not authorized to appoint sub-agents with respect to Securities sold through you as agent. All securities sold through you as agent will be sold at 100% of their principal amount, unless otherwise agreed upon by you and the Company. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Securities commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, you will forthwith suspend solicitation of purchases from the Company until advised by the Company that such solicitation may be resumed. The Company agrees to pay you a commission equal to a specified percentage, as agreed between the Company and you, of the principal amount (or, in the case of original issue discount securitiesSecurities, the principal amount payable at the stated maturity thereof) of each Security sold by the Company, as a result of a solicitation made or offer to purchase received by you, as agent for the Company. You, in your capacity as agent for the Company, are authorized to solicit orders for the Securities with terms specified to you from time to time by the Company. You shall communicate to the Company, orally or in writing, each offer to purchase Securities received by you as agent that in your judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or 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 rejection shall not be deemed a breach of your agreement contained herein.

Solicitations as Agent. (a) On the basis of the representations and warranties herein containedcontained herein, but subject to the terms and conditions herein set forth, you agree to use your reasonable effortseach Agent agrees, as an agent for of the Company, to use its reasonable best efforts to solicit offers to purchase the Securities upon the terms and conditions set forth in the General Disclosure Package Prospectus and the ProspectusDisclosure Package. You are not authorized No Agent shall otherwise employ, pay or compensate any other person to appoint sub-agents with respect solicit offers to purchase the Securities sold through you or to perform any of its functions as agent. All securities sold through you as agent will be sold at 100% Agent without the prior written consent of their principal amount, unless otherwise agreed upon by you and the Company. , which consent shall not be unreasonably withheld. (b) The Company reserves the right, in its sole discretion, to suspend solicitation by the Agents in their capacities as Agents of purchases of offers to purchase the Securities from the Company commencing at any time for any period of time or permanently. Upon receipt of instructions at least one business day’s prior notice from the Company, you the Agents will forthwith suspend solicitation of purchases offers to purchase Securities from the Company until advised by such time as the Company has advised the Agents that such solicitation may be resumed. The Company agrees to pay you a commission equal to a specified percentage, as agreed between . (c) Promptly upon the Company and you, closing of the principal amount (or, in the case sale of original issue discount securities, the principal amount payable at the stated maturity thereof) of each Security any Securities sold by the Company, Company as a result of a solicitation made by an Agent, the Company agrees to pay such Agent a commission in accordance with the schedule set forth in Exhibit A hereto, or offer to purchase received such other fee as is mutually agreed upon by you, as agent for the Company. You, in your capacity as agent for the Company, Company and such Agent. (d) The Agents are authorized to solicit orders for offers to purchase the Securities with terms only in denominations of U.S. $1,000 **or any amount in excess thereof which is an integral multiple thereof, at a purchase price equal to 100% of the principal amount thereof or such other amount as shall be specified to you from time to time by the Company. You Each Agent shall communicate to the Company, orally or in writingaccordance with the Procedures (as defined below), each reasonable offer to purchase Securities received by you it as agent that in your judgment should be considered an Agent other than those rejected by the Companysuch Agent. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. You Each Agent shall have the right right, in its discretion reasonably exercised without advising the Company, to reject any offer to purchase the Securities received by you it, in whole or in part, and any such rejection shall not be deemed a breach of your its agreement contained herein. (e) Administrative procedures respecting the sale of Securities (the “Procedures”) shall be agreed upon from time to time by the appropriate representatives of each Agent and the Company. The Procedures initially shall include those procedures set forth in Exhibit B hereto. Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures. (f) The documents required to be delivered by Section 5 hereof shall be delivered at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, not later than 10:00 A.M., New York City time, on the Closing Date.

Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, you agree to use your reasonable efforts, as agent for the Company, to solicit offers to purchase the Securities upon the terms and conditions set forth in the General Disclosure Package and the Prospectus. You are not authorized to appoint sub-agents with respect to Securities sold through you as agent. All securities sold through you as agent will be sold at 100% of their principal amount, unless otherwise agreed upon by you and the Company. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Securities commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, you will forthwith suspend solicitation of purchases from the Company until advised by the Company that such solicitation may be resumed. The Company agrees to pay you a commission equal to a specified percentage, as agreed between the Company and you, percentage of the principal amount (or, in the case of original issue discount securitiesOriginal Issue Discount Securities, the principal amount payable at the stated maturity thereof) of each Security sold by the Company, Company as a result of a solicitation made or offer to purchase received by you, as agent for the Company, as set forth in Schedule A hereto. You, in your capacity as agent for the Company, are authorized to solicit orders for the Securities with terms specified to you from time to time by the Company. You shall communicate to the Company, orally or in writing, each offer to purchase Securities received by you as agent that in your judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or 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 rejection shall not be deemed a breach of your agreement contained herein.

Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, you agree to use your reasonable efforts, as agent for the Company, to solicit offers to purchase the Securities upon the terms and conditions set forth in the General Disclosure Package and the Prospectus. You are not authorized to appoint sub-agents with respect to Securities sold through you as agent. All securities sold through you as agent will be sold at 100% of their principal amount, unless otherwise agreed upon by you and the Company. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Securities commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, you will forthwith suspend solicitation of purchases from the Company until advised by the Company that such solicitation may be resumed. The Company agrees to pay you a commission commission, in the form of a discount, equal to a specified percentage, as agreed between the Company and you, percentage of the principal amount (or, in the case of original issue discount securitiesOriginal Issue Discount Securities, the principal amount payable at the stated maturity thereof) of each Security sold by the Company, Company as a result of a solicitation made or offer to purchase received by you, as agent for the Company, as set forth in Schedule A hereto. You, in your capacity as agent for the Company, are authorized to solicit orders for the Securities with terms specified to you from time to time by the Company. You shall communicate to the Company, orally or in writing, each offer to purchase Securities received by you as agent that in your judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or 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 rejection shall not be deemed a breach of your its agreement contained herein.

Solicitations as Agent. (a) On the basis of the representations and warranties herein containedcontained herein, but subject to the terms and conditions herein set forth, you agree to use your reasonable effortseach Agent agrees, as an agent for of the Company, to use its reasonable best efforts to solicit offers to purchase the Securities upon the terms and conditions set forth in the General Disclosure Package Prospectus and the ProspectusDisclosure Package. You are not authorized No Agent shall otherwise employ, pay or compensate any other person to appoint sub-agents with respect solicit offers to purchase the Securities sold through you or to perform any of its functions as agent. All securities sold through you as agent will be sold at 100% Agent without the prior written consent of their principal amount, unless otherwise agreed upon by you and the Company. , which consent shall not be unreasonably withheld. (b) The Company reserves the right, in its sole discretion, to suspend solicitation by the Agents in their capacities as Agents of purchases of offers to purchase the Securities from the Company commencing at any time for any period of time or permanently. Upon receipt of instructions at least one business day’s prior notice from the Company, you the Agents will forthwith suspend solicitation of purchases offers to purchase Securities from the Company until advised by such time as the Company has advised the Agents that such solicitation may be resumed. The Company agrees to pay you a commission equal to a specified percentage, as agreed between . (c) Promptly upon the Company and you, closing of the principal amount (or, in the case sale of original issue discount securities, the principal amount payable at the stated maturity thereof) of each Security any Securities sold by the Company, Company as a result of a solicitation made by an Agent, the Company agrees to pay such Agent a commission in accordance with the schedule set forth in Exhibit A hereto, or offer to purchase received such other fee as is mutually agreed upon by you, as agent for the Company. You, in your capacity as agent for the Company, Company and such Agent. (d) The Agents are authorized to solicit orders for offers to purchase the Securities with terms only in denominations of U.S. $2,000* or any amount in excess thereof which is an integral multiple of $1,000 thereof, at a purchase price equal to 100% of the principal amount thereof or such other amount as shall be specified to you from time to time by the Company. You Each Agent shall communicate to the Company, orally or in writingaccordance with the Procedures (as defined below), each reasonable offer to purchase Securities received by you it as agent that in your judgment should be considered an Agent other than those rejected by the Companysuch Agent. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. You Each Agent shall have the right right, in its discretion reasonably exercised without advising the Company, to reject any offer to purchase the Securities received by you it, in whole or in part, and any such rejection shall not be deemed a breach of your its agreement contained herein. (e) Administrative procedures respecting the sale of Securities (the “Procedures”) shall be agreed upon from time to time by the appropriate representatives of each Agent and the Company. The Procedures initially shall include those procedures set forth in Exhibit B hereto. Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures. (f) The documents required to be delivered by Section 5 hereof shall be delivered at the office of Hunton & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, not later than 10:00 A.M., New York City time, on the Closing Date.