Common use of Solicitations as Agents Clause in Contracts

Solicitations as Agents. If agreed upon by an Agent and the Company, such Agent, acting solely as agent for the Company and not as principal, will use its reasonable efforts to solicit purchases of the Notes. Each Agent will communicate to the Company, orally or in writing, each offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected by such Agent. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of such Agent’s agreement contained herein. The Company shall have the sole right to accept or reject any proposed purchase of the Notes, as a whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement contained herein. Each Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Company. No Agent shall have any liability to the Company in the event any such purchase is not consummated for any reason other than such Agent’s failure to comply with the terms and conditions of this Agreement relating to such purchase. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (i) hold the Agent which solicited such offer harmless against any loss, claim, damage or liability arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such Agent any commission to which it would be entitled in connection with such sale, unless (x) such Agent shall have failed to comply with the terms and conditions of this Agreement relating to such sale or (y) the Company has a reasonable basis to believe that, due to the nature of such purchaser, such sale would have violated any statute or law or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties.

Solicitations as Agents. The Agents will solicit offers to purchase the Notes upon the terms and conditions contained herein, and in connection therewith will use only the Prospectus which has been distributed most recently to the Agents by the Company as contemplated hereby (provided that such distribution occurs a reasonable amount of time in advance of such use). If agreed upon by an Agent and the Company, such Agent, acting solely as agent for the Company and not as principal, will use its reasonable efforts to solicit purchases of the Notes. Each Agent will communicate to the Company, orally or in writing, each offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected by such Agent. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of such Agent’s agreement contained herein. The Company shall have the sole right to accept or reject any proposed purchase of the Notes, as a whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement contained herein. Each Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Company. No Agent shall have any liability to the Company in the event any such purchase is not consummated for any reason other than such Agent’s failure to comply with the terms and conditions of this Agreement relating to such purchase. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (i) hold the Agent which solicited such offer harmless against any loss, claim, damage or liability arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such Agent any commission to which it would be entitled in connection with such sale, unless (x) such Agent shall have failed to comply with the terms and conditions of this Agreement relating to such sale or (y) the Company has a reasonable basis to believe that, due to the nature of such purchaser, such sale would have violated any statute or law or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties. The Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase the Notes from the Company commencing at any time for any period of time or permanently. The Company shall be entitled to suspend such solicitation as to any Agent or all of the Agents, as determined by the Company. Upon receipt of instructions from the Company, the Agent or Agents to whom such instructions are directed will forthwith suspend solicitations of offers to purchase from the Company until such time as the Company has advised such Agent or Agents that such solicitation may be resumed. The Company shall transmit copies of any instructions delivered by the Company pursuant to this paragraph to each Agent, regardless of whether such instructions are directed to such Agent. The Company agrees to pay to the appropriate Agent a commission in such percentage of the nominal principal amount of each Note sold by the Company as a result of a solicitation made by such Agent as shall be agreed in writing between the Company and such Agent. No Note that the Company has agreed to sell pursuant to this Agreement shall be deemed to have been sold by the Company until such Note shall have been delivered to the purchaser thereof against payment therefor by such purchaser.

Solicitations as Agents. If On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, when agreed upon by an Agent the Company and a Distribution Agent, such Distribution Agent, as agent of the Company, such Agent, acting solely as agent for the Company and not as principal, will use its reasonable best efforts to solicit purchases offers to purchase Notes upon the terms and conditions set forth in the Disclosure Package and in the Prospectus, as then amended or supplemented. All Notes sold through a Distribution Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to by the NotesCompany or such Distribution Agent. Each Distribution Agent will communicate to the Company, orally or in writing, each offer to purchase Notes solicited by such Distribution Agent on an agency basis, other than those offers rejected by such the Distribution Agent. Each Distribution Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of such any Distribution Agent’s agreement contained herein. The Company shall have the sole right to may accept or reject any proposed purchase of the Notes, as a in whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement contained herein. Each The Distribution Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such the Distribution Agent on an agency basis and accepted by the Company. No A Distribution Agent shall not have any liability to the Company in the event any such agency purchase is not consummated for any reason other than such Agent’s failure to comply with as a result of the terms and conditions default by the applicable Distribution Agent of this Agreement relating to such purchaseits obligations hereunder. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has acceptedbeen solicited by the Distribution Agent on an agency basis and accepted by the Company, the Company shall (i) hold the Distribution Agent which solicited such offer harmless against any loss, claim, damage or liability arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such Distribution Agent any commission to which it would be entitled in connection with such sale, unless (x) such Distribution Agent shall have failed to comply with the terms and conditions of this Agreement relating to such sale or (y) the Company has a reasonable basis to believe that, due to the nature of such purchaser, such sale would have violated any statute or law or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of Notes through the Distribution Agents, as agents, commencing at any time for any period of time or permanently and certain obligations of the Company shall be suspended during this period as set forth in Section 4(c). Upon receipt of instructions from the Company, the Distribution Agents will forthwith suspend solicitation of purchases from the Company until such time as the Company has advised the Distribution Agents that such solicitation may be resumed. The Company agrees to pay each Distribution Agent a commission, which may be in the form of a discount or otherwise, equal to a percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by such Distribution Agent and as specified in the applicable Pricing Supplement; provided, however, that the Company shall only be obligated to pay one such fee with respect to any particular Note so sold. A Distribution Agent may re-allow all or any portion of the commission payable pursuant hereto to dealers in connection with the offer and sale of any Notes. Except as permitted by the prior sentence, with respect to any Notes for which a Distribution Agent is soliciting offers to purchase in accordance with this Section 3(b), no such Distribution Agent shall otherwise employ, pay or compensate any other person to perform any of such Distribution Agent’s obligations under this Section 3(b) without the prior written consent of the Company.

Solicitations as Agents. The Agents will solicit offers to purchase the Notes or Warrants upon the terms and conditions contained herein, and in connection therewith will use only the Prospectus which has been distributed most recently to the Agents by the Company as contemplated hereby (provided that such distribution occurs a reasonable amount of time in advance of such use). If agreed upon by an Agent and the Company, such Agent, acting solely as agent for the Company and not as principal, will use its reasonable efforts to solicit purchases of the NotesNotes and Warrants. Each Agent will communicate to the Company, orally or in writing, each offer to purchase Notes or Warrants solicited by such Agent on an agency basis, other than those offers rejected by such Agent. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of NotesNotes or Warrants, as a whole or in part, and any such rejection shall not be deemed a breach of such Agent’s agreement contained herein. The Company shall have the sole right to accept or reject any proposed purchase of the NotesNotes or Warrants, as a whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement contained herein. Each Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes or Warrants has been solicited by such Agent and accepted by the Company. No Agent shall have any liability to the Company in the event any such purchase is not consummated for any reason other than such Agent’s failure to comply with the terms and conditions of this Agreement relating to such purchase. If the Company shall default on its obligation to deliver Notes or Warrants to a purchaser whose offer it has accepted, the Company shall (i) hold the Agent which solicited such offer harmless against any loss, claim, damage or liability arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such Agent any commission to which it would be entitled in connection with such sale, unless (x) such Agent shall have failed to comply with the terms and conditions of this Agreement relating to such sale or (y) the Company has a reasonable basis to believe that, due to the nature of such purchaser, such sale would have violated any statute or law or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties.. The Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase Notes and Warrants from the Company commencing at any time for any period of time or permanently. The Company shall be entitled to suspend such solicitation as to any Agent or all of the Agents, as determined by the

Solicitations as Agents. If agreed upon by On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each Agent agrees, as an Agent and agent of the Company, to use its best efforts to solicit offers to purchase the Notes upon the terms and subject to the conditions set forth herein and in the Prospectus. The Agents are not authorized to appoint sub-agents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes as agents. In connection with the solicitation of offers to purchase Notes, the Agents are not authorized to provide any written information relating to the Company to any prospective purchaser other than the Prospectus and the Incorporated Documents. The Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, the Agents will forthwith suspend solicitation of offers to purchase the Notes from the Company until such time as the Company has advised the Agents that such solicitation may be resumed. The Company agrees to pay each Agent a commission, which such Agent is hereby authorized to deduct from the sales proceeds of each Note sold by the Company as a result of a solicitation made by such Agent, acting solely equal to the applicable percentage of the principal amount of each such Note, as agent for set forth in Exhibit A hereto. Without the Company consent of the Company, no Agent may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and not sale of any Notes as principalagents. As an agent, will use its reasonable efforts each Agent is authorized, except during periods of suspension as provided in this Agreement, to solicit purchases of offers to purchase the Notes. Each Agent will shall communicate to the Company, orally or in writing, each reasonable offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected received by such Agent, as agent. Each Agent shall have the right, right in its discretion reasonably exercised, exercised to reject any proposed offer to purchase of Notes, as a whole or in partthe Notes received by such Agent that it does not deem reasonable, and any such rejection shall not be deemed a breach of such Agent’s agreement 's agreements contained herein. The Company shall have the sole right to accept or offers to purchase the Notes and may reject any proposed purchase of the Notes, as a such offer in whole or in part, and any such rejection shall not be deemed to be a breach of any agreement of the Company’s agreement Company contained herein. The purchase price, interest rate, maturity date and other terms of the Notes agreed upon by the Company shall be set forth in a pricing supplement to the Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes (a "Pricing Supplement"). All Notes will be issued at 100% of their principal amount, unless otherwise agreed to by the Company. Each Agent shall make reasonable efforts to assist the Company acknowledges and agrees that any funds which such Agent receives in obtaining performance by each purchaser whose offer to respect of a purchase Notes of Notes, which purchase has been solicited by such Agent and accepted by Agent, as agent of the Company. No Agent shall have any liability to the Company in the event any such purchase is not consummated for any reason other than , will be received, held and disposed of by such Agent’s failure to comply with , as agent of the terms and conditions of this Agreement relating to such purchase. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (i) hold the Agent which solicited such offer harmless against any loss, claim, damage or liability arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such Agent any commission to which it would be entitled in connection with such sale, unless (x) such Agent shall have failed to comply with the terms and conditions of this Agreement relating to such sale or (y) the Company has a reasonable basis to believe that, due to the nature of such purchaser, such sale would have violated any statute or law or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its propertiesCompany.

Solicitations as Agents. The Agents will solicit offers to purchase the Notes upon the terms and conditions contained herein, and in connection therewith will use only the Prospectus which has been distributed most recently to the Agents by the Company as contemplated hereby (provided that such distribution occurs a reasonable amount of time in advance of such use). If agreed upon by an Agent and the Company, such Agent, acting solely as agent for the Company and not as principal, will use its reasonable efforts to solicit purchases of the Notes. Each Agent will communicate to the Company, orally or in writing, each offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected by such Agent. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of such Agent’s agreement contained herein. The Company shall have the sole right to accept or reject any proposed purchase of the Notes, as a whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement contained herein. Each Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Company. No Agent shall have any liability to the Company in the event any such purchase is not consummated for any reason other than such Agent’s failure to comply with the terms and conditions of this Agreement relating to such purchase. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (i) hold the Agent which solicited such offer harmless against any loss, claim, damage or liability arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such Agent any commission to which it would be entitled in connection with such sale, unless (x) such Agent shall have failed to comply with the terms and conditions of this Agreement relating to such sale or (y) the Company has a reasonable basis to believe that, due to the nature of such purchaser, such sale would have violated any statute or law or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties. The Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase Notes from the Company commencing at any time for any period of time or permanently. The Company shall be entitled to suspend such solicitation as to any Agent or all of the Agents, as determined by the Company. Upon receipt of instructions from the Company, the Agent or Agents to whom such instructions are directed will forthwith suspend solicitations of offers to purchase from the Company until such time as the Company has advised such Agent or Agents that such solicitation may be resumed. The Company shall transmit copies of any instructions delivered by the Company pursuant to this paragraph to each Agent, regardless of whether such instructions are directed to such Agent. The Company agrees to pay to the appropriate Agent a commission equal to the percentage set forth in Schedule 1 hereto of the nominal principal amount of each Note sold by the Company as a result of a solicitation made by such Agent. No Note that the Company has agreed to sell pursuant to this Agreement shall be deemed to have been sold by the Company until such Note shall have been delivered to the purchaser thereof against payment therefor by such purchaser.

Solicitations as Agents. If agreed upon Subject to the terms and conditions stated herein and subject to the reservation by the Company of the right to sell Notes directly on its own behalf and to any person, to sell Notes through others (provided that any other agent will execute an agreement with the Company which contains substantially the same terms and conditions contained herein), and to designate and select additional agents to become party to this Agreement, the Company hereby (i) appoints each Agent as an agent of the Company for the purpose of soliciting offers to purchase the Notes from the Company by others and (ii) agrees that whenever the Company determines to sell Notes directly to an Agent and as principal for resale to others, it will enter into a Terms Agreement relating to such sale in accordance with the provisions of Section 2(b) hereof. Without the prior written consent of the Company, such Agent, acting solely as agent for the Company and Agents are not as principal, will use its reasonable efforts authorized to solicit purchases appoint sub-agents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes; provided, that without the Company's consent, the Agents may solicit offers to purchase the Notes from other brokers or dealers. In connection with the solicitation of offers to purchase Notes, without the prior consent of the Company, the Agents are not authorized to provide any written information relating to the Company to any prospective purchaser other than the Prospectus and the Incorporated Documents. Each Agent will communicate to the Company, orally or in writing, each offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected by such Agent. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of such Agent’s agreement contained herein. The Company shall have the sole right to accept or reject any proposed purchase of the Notes, as a whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement contained herein. Each Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes from the Company has been solicited by such Agent Agent, as agent, and accepted by the Company. No , but such Agent shall not have any liability to the Company in the event any such purchase is not consummated for any reason other than such Agent’s failure reason. The Company reserves the right, in its sole discretion, to comply with suspend the terms and conditions solicitation of this Agreement relating offers to such purchasepurchase the Notes through the Agents commencing at any time for any period of time or permanently. If Upon receipt of instructions from the Company, the Agents will, as soon as possible, suspend the solicitation of offers to purchase the Notes from the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, until such time as the Company shall (i) hold has advised the Agents that such solicitation may be resumed. The Company agrees to pay each Agent a commission, which solicited such offer harmless against any loss, claim, damage or liability arising Agent is hereby authorized to deduct from or the sales proceeds of each Note sold by the Company as a result of a solicitation made by such default Agent, equal to the applicable percentage of the principal amount of each such Note, as set forth in Exhibit A hereto. Without the consent of the Company, no Agent, as an agent, may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any Notes. As an agent, each Agent is authorized, except during periods of suspension as provided in this Agreement, to solicit offers to purchase the Notes. Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Notes received by such Agent, as agent. Each Agent shall have the right in its discretion reasonably exercised to reject any offer to purchase the Notes received by such Agent which it does not deem reasonable, and any such rejection shall not be deemed a breach of such Agent's agreements contained herein. 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, and any such rejection shall not be deemed to be a breach of any agreement of the Company contained herein. The purchase price, interest rate, maturity date and other terms of the Notes agreed upon by the Company shall be set forth in a pricing supplement to the Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes (a "Pricing Supplement"). Except as may be otherwise provided in any Pricing Supplement, each Note will be issued in the denomination of U.S. $1,000 or any amount in excess thereof which is an integral multiple of U.S. $1,000. All Notes will be sold at 100% of their principal amount unless otherwise agreed to by the Company. Each Agent acknowledges and (ii) notwithstanding agrees that any funds which such defaultAgent receives in respect of a purchase of Notes, which purchase has been solicited by such Agent, as agent of the Company, will be received, held and disposed of by such Agent, as agent of the Company, subject to the right of such Agent to deduct from the sale proceeds the applicable commission as set forth on Exhibit A hereto. If requested by a prospective purchaser of Notes denominated in a currency other than U.S. dollars, the Agent soliciting the offer to purchase will use its reasonable efforts to arrange for the conversion of U.S. dollars into such currency to enable the purchaser to pay for such Notes. Such requests must be made on or before the third business day preceding the date of delivery of the Notes, or by such other dates as determined by such Agent. Each such conversion will be made by the relevant Agent on such terms and subject to such Agent any commission to which it would be entitled in connection with such saleconditions, unless (x) limitations and charges as such Agent shall have failed may from time to comply time establish in accordance with its regular foreign exchange practice. All costs of exchange will be borne by purchasers of the terms and conditions of this Agreement relating to such sale or (y) the Company has a reasonable basis to believe that, due to the nature of such purchaser, such sale would have violated any statute or law or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its propertiesNotes.

Solicitations as Agents. The Agents will solicit offers to purchase the Notes upon the terms and conditions contained herein, and in connection therewith will use only the Prospectus which has been distributed most recently to the Agents by the Company as contemplated hereby (provided that such distribution occurs a reasonable amount of time in advance of such use). If agreed upon by an Agent and the Company, such Agent, acting solely as agent for the Company and not as principal, will use its reasonable efforts to solicit purchases of the Notes. Each Agent will communicate to the Company, orally or in writing, each offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected by such Agent. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of such Agent’s agreement contained herein. The Company shall have the sole right to accept or reject any proposed purchase of the Notes, as a whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement contained herein. Each Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Company. No Agent shall have any liability to the Company in the event any such purchase is not consummated for any reason other than such Agent’s failure to comply with the terms and conditions of this Agreement relating to such purchase. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (i) hold the Agent which solicited such offer harmless against any loss, claim, damage or liability arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such Agent any commission to which it would be entitled in connection with such sale, unless (x) such Agent shall have failed to comply with the terms and conditions of this Agreement relating to such sale or (y) the Company has a reasonable basis to believe that, due to the nature of such purchaser, such sale would have violated any statute or law or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties. The Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase Notes from the Company commencing at any time for any period of time or permanently. The Company shall be entitled to suspend such solicitation as to any Agent or all of the Agents, as determined by the Company. Upon receipt of instructions from the Company, the Agent or Agents to whom such instructions are directed will forthwith suspend solicitations of offers to purchase from the Company until such time as the Company has advised such Agent or Agents that such solicitation may be resumed. The Company shall transmit copies of any instructions delivered by the Company pursuant to this paragraph to each Agent, regardless of whether such instructions are directed to such Agent. The Company agrees to pay to the appropriate Agent a commission in such percentage of the nominal principal amount of each Note sold by the Company as a result of a solicitation made by such Agent as shall be agreed in writing between the Company and such Agent. No Note that the Company has agreed to sell pursuant to this Agreement shall be deemed to have been sold by the Company until such Note shall have been delivered to the purchaser thereof against payment therefor by such purchaser.

Solicitations as Agents. If agreed upon Purchases as Principal. (a) Solicitations As Agents. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth and to the reservation by an Agent the Company of the right to sell, solicit and accept offers to purchase Notes directly on its own behalf, each of the Agents agrees, as agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Notes upon the terms and conditions set forth in the Prospectus. The Company reserves the right, in its sole discretion, to suspend the solicitation of offers to purchase Notes commencing at any time for any period of time or permanently by any or all of the Agents. Upon receipt of instructions from the Company, each of the Agents will forthwith suspend solicitation of offers to purchase Notes from the Company until such Agenttime as the Company has advised the Agents that such solicitation may be resumed. The Company agrees to pay each Agent a commission, acting solely in the form of a discount, equal to the applicable percentage of the principal amount of each Note sold by the Company as agent for a result of a solicitation made by such Agent as set forth in Exhibit A hereto. As agent, each Agent is authorized to solicit offers to purchase Notes only in denominations of $100,000 or any amount in excess thereof which is an integral multiple of $1,000, at a purchase price equal to 100% of their principal amount, unless otherwise agreed to by the Company and not as principal, will use its reasonable efforts the Agent soliciting an offer to solicit purchases of the purchase such Notes. Each Agent will shall communicate to the Company, orally or in writing, each reasonable offer to purchase Notes solicited received by such Agent on an agency basis, other than those offers rejected by such Agentas agent. Each Agent shall have the rightright to reject, in whole or in part, any offer to purchase Notes received by such Agent which it does not deem, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in partbe reasonable, and any such rejection shall not be deemed a breach of such Agent’s 's agreement contained herein. The Company shall have the sole right to accept or offers to purchase Notes and may reject any proposed purchase of the Notes, as a such offer in whole or in part. The interest rate, maturity date and any such rejection shall not be deemed a breach other terms of the Company’s agreement contained herein. Each Agent Notes shall make reasonable efforts to assist be agreed upon by the Company in obtaining performance by each purchaser whose and the Agent soliciting the offer to purchase such Notes has been solicited and shall be set forth in a pricing supplement to the Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes. The Company will promptly notify each Agent of the principal amounts of any Notes sold directly by it, and of the settlement dates of such sales. Notwithstanding anything to the contrary contained herein, the Company may authorize any other persons, partnerships or corporations ("Additional Agents") to act as its agent to solicit offers for the purchase of all or part of the Notes of the Company upon thirty days' prior notice to such Agents as are at such time parties to this Agreement (subject to the provisions of Section 10(b) hereof), provided, however, that the appointment of an Additional Agent shall be on terms no more favorable to such Additional Agent than the terms of this Agreement, including, specifically, commissions. (b) Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms of this Agreement and a separate agreement, which may be an oral agreement, which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, such Agent (a "Terms Agreement"). Each Terms Agreement, if written, shall be substantially in the form of Exhibit B hereto and may take the form of an exchange of any standard form of written telecommunication between such Agent and accepted by the Company. No Agent shall have any liability to the Company and, if oral, shall address the items set forth in Exhibit B. The Agent's commitment to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the event any such purchase is not consummated for any reason other than such Agent’s failure basis of the representations and warranties of the Company herein contained and shall be subject to comply with the terms and conditions of this Agreement relating to such purchase. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (i) hold the Agent which solicited such offer harmless against any loss, claim, damage or liability arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to such Agent any commission to which it would be entitled in connection with such sale, unless (x) such Agent shall have failed to comply with the terms and conditions of this Agreement relating to such sale or (y) the Company has a reasonable basis to believe that, due to the nature of such purchaser, such sale would have violated any statute or law or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its propertiesherein set forth.