Common use of Solicitations as Selling Agent Clause in Contracts

Solicitations as Selling Agent. (i) Subject to the terms and conditions set forth herein, each Selling Agent agrees, as agent of the Company, to use its reasonable best efforts when requested by the Company to solicit offers to purchase particular issuances of the Notes upon the terms and conditions set forth in the Prospectus and the Administrative Procedures (as defined below). Notwithstanding any provision herein to the contrary, the Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes through the Selling Agents, as agents, commencing at any time for any period of time or permanently. The Company will timely deliver notice to the Selling Agents of its decision to suspend solicitations. Upon receipt of instructions from the Company, the Selling Agents will forthwith suspend solicitation of purchases of the Notes until such time as the Company has advised the Selling Agents that such solicitation may be resumed. (ii) The Company and the Selling Agents hereby agree to the administrative procedures with respect to the sale of Notes set forth in Annex I hereto (the “Administrative Procedures”), as may be amended from time to time. Each of the Selling Agents and the Company agree to perform their respective duties and obligations as set forth in the Administrative Procedures. The Administrative Procedures may be amended only by written agreement between the Company and the relevant Selling Agents. (iii) Each Selling Agent will communicate to the Company, orally, each offer to purchase Notes solicited by such Selling Agent on an agency basis, other than those offers rejected by the Selling Agent. Each Selling Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, in whole or in part, by persons solicited by the Selling Agent and any such rejection shall not be deemed a breach of such Selling Agent’s agreement contained herein. The Company may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement herein. (iv) All Notes sold through a Selling Agent, as agent, will be sold at 100% of their principal amount unless otherwise agreed to by the Company and such Selling Agent. Each purchase of Notes solicited by a Selling Agent, as agent, shall be confirmed by such Selling Agent and the Company at about, or prior to, the Initial Sale Time, in accordance with the Administrative Procedures. The principal amount of Notes to be purchased through such Selling Agent, the maturity date of such Notes, the price to be paid to the Company for such Notes, the payment terms of such Notes and any other terms of the Notes shall be set forth in the Base Prospectus, the MTN Prospectus Supplement, any applicable prospectus supplement and a Pricing Supplement to the Base Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes. The Company and any applicable Selling Agent may enter into a separate agreement in connection with any sale of Notes through such Selling Agent, as agent, but are not required to do so. (v) Each Selling Agent, acting as agent, shall use its reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Selling Agent and accepted by the Company. Each Selling Agent shall not have any liability to the Company if any such agency purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (A) hold the Selling Agent for such purchase harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) notwithstanding such default, pay to such Selling Agent any commission to which it would be entitled in connection with such sale. (vi) For those offers to purchase Notes solicited by a Selling Agent, as agent, and accepted by the Company, the Selling Agent shall be paid a commission to be agreed between the Company and the Selling Agent.

Solicitations as Selling Agent. (i) Subject to the terms and conditions set forth herein, each Selling Agent agrees, as agent of the Company, to use its reasonable best efforts when requested by the Company to solicit offers to purchase particular issuances of the Notes upon the terms and conditions set forth in the Prospectus and the Administrative Procedures (as defined below). Notwithstanding any provision herein to the contrary, the Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes through the Selling Agents, as agents, commencing at any time for any period of time or permanently. The Company will timely deliver notice to the Selling Agents of its decision to suspend solicitations. Upon receipt of instructions from the Company, the Selling Agents will forthwith suspend solicitation of purchases of the Notes until such time as the Company has advised the Selling Agents that such solicitation may be resumed. (ii) The Company and the Selling Agents hereby agree to the administrative procedures with respect to the sale of Notes set forth in Annex I hereto (the “Administrative Procedures”), as may be amended from time to time. Each of the Selling Agents and the Company agree to perform their respective duties and obligations as set forth in the Administrative Procedures. The Administrative Procedures may be amended only by written agreement between the Company and the relevant Selling Agents. (iii) Each Selling Agent will communicate to the Company, orally, each offer to purchase Notes solicited by such Selling Agent on an agency basis, other than those offers rejected by the Selling Agent. Each Selling Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, in whole or in part, by persons solicited by the Selling Agent and any such rejection shall not be deemed a breach of such Selling Agent’s agreement contained herein. The Company may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement herein. (iviii) All Notes sold through a Selling Agent, as agent, will be sold at 100% of their principal amount unless otherwise agreed to by the Company and such Selling Agent. Each purchase of Notes solicited by a Selling Agent, as agent, shall be confirmed by such Selling Agent and the Company at about, or prior to, the Initial Sale Time, in accordance with the Administrative Procedures. The principal amount of Notes to be purchased through such Selling Agent, the maturity date of such Notes, the price to be paid to the Company for such Notes, the payment terms of such Notes and any other terms of the Notes shall be set forth in the Base Prospectus, the MTN Prospectus Supplement, any applicable prospectus supplement and a Pricing Supplement to the Base Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes. The Company and any applicable Selling Agent may enter into a separate agreement in connection with any sale of Notes through such Selling Agent, as agent, but are not required to do so. (viv) Each Selling Agent, acting as agent, shall use its reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Selling Agent and accepted by the Company. Each Selling Agent shall not have any liability to the Company if any such agency purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (A) hold the Selling Agent for such purchase harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) notwithstanding such default, pay to such Selling Agent any commission to which it would be entitled in connection with such sale. (viv) For those offers to purchase Notes solicited by a Selling Agent, as agent, and accepted by the Company, the Selling Agent shall be paid a commission to be agreed between the Company and the Selling Agent. In the absence of such an agreement, such commission shall be an amount equal to the applicable percentage of the principal amount of Notes sold by the Company as a result of a solicitation made by such Selling Agent as set forth in Exhibit B hereto.

Solicitations as Selling Agent. (i) Subject to the terms and conditions set forth herein, each Selling Agent agrees, as agent of the CompanyCompany and the Guarantor, to use its reasonable best efforts when requested by the Company to solicit offers to purchase particular issuances of the Notes upon the terms and conditions set forth in the Prospectus and the Administrative Procedures (as defined below). Notwithstanding any provision herein to the contrary, the Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes through the Selling Agents, as agents, commencing at any time for any period of time or permanently. The Company will timely deliver notice to the Selling Agents of its decision to suspend solicitations. Upon receipt of instructions from the Company, the Selling Agents will forthwith suspend solicitation of purchases of the Notes until such time as the Company has advised the Selling Agents that such solicitation may be resumed. (ii) The Company and the Selling Agents hereby agree to the administrative procedures with respect to the sale of Notes set forth in Annex I hereto (the “Administrative Procedures”), as may be amended from time to time. Each of the Selling Agents and the Company agree to perform their respective duties and obligations as set forth in the Administrative Procedures. The Administrative Procedures may be amended only by written agreement between the Company and the relevant Selling Agents. (iii) Each Selling Agent will communicate to the Company, orally, each offer to purchase Notes solicited by such Selling Agent on an agency basis, other than those offers rejected by the Selling Agent. Each Selling Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, in whole or in part, by persons solicited by the Selling Agent and any such rejection shall not be deemed a breach of such Selling Agent’s agreement contained herein. The Company may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement herein. (iv) All Notes sold through a Selling Agent, as agent, will be sold at 100% of their principal amount unless otherwise agreed to by the Company and such Selling Agent. Each purchase of Notes solicited by a Selling Agent, as agent, shall be confirmed by such Selling Agent and the Company at about, or prior to, the Initial Sale Time, in accordance with the Administrative Procedures. The principal amount of Notes to be purchased through such Selling Agent, the maturity date of such Notes, the price to be paid to the Company for such Notes, the payment terms of such Notes and any other terms of the Notes shall be set forth in the Base Prospectus, the MTN Prospectus Supplement, any applicable prospectus supplement and a Pricing Supplement to the Base Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes. The Company and any applicable Selling Agent may enter into a separate agreement in connection with any sale of Notes through such Selling Agent, as agent, but are not required to do so. (v) Each Selling Agent, acting as agent, shall use its reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Selling Agent and accepted by the Company. Each Selling Agent shall not have any liability to the Company or the Guarantor if any such agency purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company and the Guarantor shall (A) hold the Selling Agent for such purchase harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) notwithstanding such default, pay to such Selling Agent any commission to which it would be entitled in connection with such sale. (vi) For those offers to purchase Notes solicited by a Selling Agent, as agent, and accepted by the Company, the Selling Agent shall be paid a commission to be agreed between the Company and the Selling Agent. In the absence of such an agreement, such commission shall be an amount equal to the applicable percentage of the principal amount of Notes sold by the Company as a result of a solicitation made by such Selling Agent as set forth in Exhibit B hereto.

Solicitations as Selling Agent. (i) Subject to the terms and conditions set forth herein, each Selling Agent agrees, as agent of the CompanyCompany and the Guarantor, to use its reasonable best efforts when requested by the Company to solicit offers to purchase particular issuances of the Notes upon the terms and conditions set forth in the Prospectus and the Administrative Procedures (as defined below). Notwithstanding any provision herein to the contrary, the Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes through the Selling Agents, as agents, commencing at any time for any period of time or permanently. The Company will timely deliver notice to the Selling Agents of its decision to suspend solicitations. Upon receipt of instructions from the Company, the Selling Agents will forthwith suspend solicitation of purchases of the Notes until such time as the Company has advised the Selling Agents that such solicitation may be resumed. (ii) The Company and the Selling Agents hereby agree to the administrative procedures with respect to the sale of Notes set forth in Annex I hereto (the “Administrative Procedures”), as may be amended from time to time. Each of the Selling Agents and the Company agree to perform their respective duties and obligations as set forth in the Administrative Procedures. The Administrative Procedures may be amended only by written agreement between the Company and the relevant Selling Agents. (iii) Each Selling Agent will communicate to the Company, orally, each offer to purchase Notes solicited by such Selling Agent on an agency basis, other than those offers rejected by the Selling Agent. Each Selling Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, in whole or in part, by persons solicited by the Selling Agent and any such rejection shall not be deemed a breach of such Selling Agent’s agreement contained herein. The Company may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement herein. (iv) All Notes sold through a Selling Agent, as agent, will be sold at 100% of their principal amount unless otherwise agreed to by the Company and such Selling Agent. Each purchase of Notes solicited by a Selling Agent, as agent, shall be confirmed by such Selling Agent and the Company at about, or prior to, the Initial Sale Time, in accordance with the Administrative Procedures. The principal amount of Notes to be purchased through such Selling Agent, the maturity date of such Notes, the price to be paid to the Company for such Notes, the payment terms of such Notes and any other terms of the Notes shall be set forth in the Base Prospectus, the MTN Prospectus Supplement, any applicable prospectus supplement and a Pricing Supplement to the Base Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes. The Company and any applicable Selling Agent may enter into a separate agreement in connection with any sale of Notes through such Selling Agent, as agent, but are not required to do so. (v) Each Selling Agent, acting as agent, shall use its reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Selling Agent and accepted by the Company. Each Selling Agent shall not have any liability to the Company or the Guarantor if any such agency purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company and the Guarantor shall (A) hold the Selling Agent for such purchase harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) notwithstanding such default, pay to such Selling Agent any commission to which it would be entitled in connection with such sale. (vi) For those offers to purchase Notes solicited by a Selling Agent, as agent, and accepted by the Company, the Selling Agent shall be paid a commission to be agreed between the Company and the Selling Agent.

Solicitations as Selling Agent. (i) Subject to the terms and conditions set forth herein, each Selling Agent agrees, as agent of the Company, to use its reasonable best efforts when requested by the Company to solicit offers to purchase particular issuances of the Notes upon the terms and conditions set forth in the Prospectus and the Administrative administrative procedures with respect to the sale of Notes as may be agreed upon from time to time between the Selling Agents and the Company (the “Procedures”). The initial Procedures (as defined below)set forth in Annex I to this Agreement shall remain in effect until changed in an amendment signed by the Selling Agents and the Company. The Selling Agents and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures. Notwithstanding any provision herein to the contrary, the Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes through the Selling Agents, as agents, commencing at any time for any period of time or permanently. The Company will timely deliver notice to the Selling Agents of its decision to suspend solicitations. Upon receipt of instructions from the Company, the Selling Agents will forthwith suspend solicitation of purchases of the Notes until such time as the Company has advised the Selling Agents that such solicitation may be resumed. (ii) The Company and the Selling Agents hereby agree to the administrative procedures with respect to the sale of Notes set forth in Annex I hereto (the “Administrative Procedures”), as may be amended from time to time. Each of the Selling Agents and the Company agree to perform their respective duties and obligations as set forth in the Administrative Procedures. The Administrative Procedures may be amended only by written agreement between the Company and the relevant Selling Agents. (iii) Each Selling Agent will communicate to the Company, orally, each offer to purchase Notes solicited by such Selling Agent on an agency basis, other than those offers rejected by the Selling Agent. Each Selling Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, in whole or in part, by persons solicited by the Selling Agent and any such rejection shall not be deemed a breach of such Selling Agent’s agreement contained herein. The Company may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement herein. (iviii) All Notes sold through a Selling Agent, as agent, will be sold at 100% of their principal amount unless otherwise agreed to by the Company and such Selling Agent. Each purchase of Notes solicited by a Selling Agent, as agent, shall be confirmed by such Selling Agent and the Company in writing by facsimile transmission, e-mail or otherwise at about, or prior to, the Initial Sale Time, in accordance with the Administrative Procedures. The principal amount of Notes to be purchased through such Selling Agent, the maturity date of such Notes, the price to be paid to the Company for such Notes, the payment terms of such Notes and any other terms of the Notes shall be set forth in the Base Prospectus, the MTN Prospectus Supplement, any applicable prospectus supplement and a Pricing Supplement to the Base Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes. The Company and any an applicable Selling Agent may enter into a separate agreement in connection with any sale of Notes through such Selling Agent, as agent, but are not required to do so. (viv) Each Selling Agent, acting as agent, shall use its reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Selling Agent and accepted by the Company. Each Selling Agent shall not have any liability to the Company if any such agency purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (A) hold the Selling Agent for such purchase harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) notwithstanding such default, pay to such Selling Agent any commission to which it would be entitled in connection with such sale. (viv) For those offers to purchase Notes solicited by a Selling Agent, as agent, and accepted by the Company, the Selling Agent shall be paid a commission to be agreed between the Company and the Selling Agent. In the absence of such an agreement, such commission shall be an amount equal to the applicable percentage of the principal amount of Notes sold by the Company as a result of a solicitation made by such Selling Agent as set forth in Exhibit B hereto.

Solicitations as Selling Agent. (i) Subject to the terms and conditions set forth herein, each Selling Agent agrees, as agent of the Company, to use its reasonable best efforts when requested by the Company to solicit offers to purchase particular issuances of the Notes upon the terms and conditions set forth in the Prospectus and the Administrative Procedures (as defined below). Notwithstanding any provision herein to the contrary, the Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes through the Selling Agents, as agents, commencing at any time for any period of time or permanently. The Company will timely deliver notice to the Selling Agents of its decision to suspend solicitations. Upon receipt of instructions from the Company, the Selling Agents will forthwith suspend solicitation of purchases of the Notes until such time as the Company has advised the Selling Agents that such solicitation may be resumed. (ii) The Company and the Selling Agents hereby agree to the administrative procedures with respect to the sale of Notes set forth in Annex I hereto (the “Administrative Procedures”), as may be amended from time to time. Each of the Selling Agents and the Company agree to perform their respective duties and obligations as set forth in the Administrative Procedures. The Administrative Procedures may be amended only by written agreement between the Company and the relevant Selling Agents. (iii) Each Selling Agent will communicate to the Company, orally, each offer to purchase Notes solicited by such Selling Agent on an agency basis, other than those offers rejected by the Selling Agent. Each Selling Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, in whole or in part, by persons solicited by the Selling Agent and any such rejection shall not be deemed a breach of such Selling Agent’s agreement contained herein. The Company may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement herein. (iv) All Notes sold through a Selling Agent, as agent, will be sold at 100% of their principal amount unless otherwise agreed to by the Company and such Selling Agent. Each purchase of Notes solicited by a Selling Agent, as agent, shall be confirmed by such Selling Agent and the Company at about, or prior to, the Initial Sale Time, in accordance with the Administrative Procedures. The principal amount of Notes to be purchased through such Selling Agent, the maturity date of such Notes, the price to be paid to the Company for such Notes, the payment terms of such Notes and any other terms of the Notes shall be set forth in the Base Prospectus, the MTN Prospectus Supplement, any applicable prospectus supplement Supplement and a Pricing Supplement to the Base Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes. The Company and any applicable Selling Agent may enter into a separate agreement in connection with any sale of Notes through such Selling Agent, as agent, but are not required to do so. (v) Each Selling Agent, acting as agent, shall use its reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Selling Agent and accepted by the Company. Each Selling Agent shall not have any liability to the Company if any such agency purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (A) hold the Selling Agent for such purchase harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) notwithstanding such default, pay to such Selling Agent any commission to which it would be entitled in connection with such sale. (vi) For those offers to purchase Notes solicited by a Selling Agent, as agent, and accepted by the Company, the Selling Agent shall be paid a commission to be agreed between the Company and the Selling Agent. In the absence of such an agreement, such commission shall be an amount equal to the applicable percentage of the principal amount of Notes sold by the Company as a result of a solicitation made by such Selling Agent as set forth in Exhibit B hereto.

Solicitations as Selling Agent. (i) Subject to the terms and conditions set forth herein, each Selling Agent agrees, as agent of the Company, to use its reasonable best efforts when requested by the Company to solicit offers to purchase particular issuances of the Notes upon the terms and conditions set forth in the Prospectus and the Administrative administrative procedures with respect to the sale of Notes as may be agreed upon from time to time between the Selling Agents and the Company (the “Procedures”). The initial Procedures (as defined below)set forth in Annex I to this Agreement shall remain in effect until changed in an amendment signed by the Selling Agents and the Company. The Selling Agents and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures. Notwithstanding any provision herein to the contrary, the Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes through the Selling Agents, as agents, commencing at any time for any period of time or permanently. The Company will timely deliver notice to the Selling Agents of its decision to suspend solicitations. Upon receipt of instructions from the Company, the Selling Agents will forthwith suspend solicitation of purchases of the Notes until such time as the Company has advised the Selling Agents that such solicitation may be resumed. (ii) The Company and the Selling Agents hereby agree to the administrative procedures with respect to the sale of Notes set forth in Annex I hereto (the “Administrative Procedures”), as may be amended from time to time. Each of the Selling Agents and the Company agree to perform their respective duties and obligations as set forth in the Administrative Procedures. The Administrative Procedures may be amended only by written agreement between the Company and the relevant Selling Agents. (iii) Each Selling Agent will communicate to the Company, orally, each offer to purchase Notes solicited by such Selling Agent on an agency basis, other than those offers rejected by the Selling Agent. Each Selling Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, in whole or in part, by persons solicited by the Selling Agent and any such rejection shall not be deemed a breach of such Selling Agent’s agreement contained herein. The Company may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement herein. (iviii) All Notes sold through a Selling Agent, as agent, will be sold at 100% of their principal amount unless otherwise agreed to by the Company and such Selling Agent. Each purchase of Notes solicited by a Selling Agent, as agent, shall be confirmed by such Selling Agent and the Company at about, or prior to, the Initial Sale Time, in accordance with the Administrative Procedures. The principal amount of Notes to be purchased through such Selling Agent, the maturity date of such Notes, the price to be paid to the Company for such Notes, the payment terms of such Notes specified in Exhibit B hereto and any other terms of the such Notes shall be agreed upon by the Company and such Selling Agent (each such agreement, a “Terms Agreement”) and set forth in the Base Prospectus, the MTN Prospectus Supplement, any applicable prospectus supplement and a Pricing Supplement to the Base Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes. The Company and any applicable Selling Agent may enter into a separate agreement in connection with any sale of Notes through such Selling Agent, as agent, but are not required to do so. (viv) Each Selling Agent, acting as agent, shall use its reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Selling Agent and accepted by the Company. Each Selling Agent shall not have any liability to the Company if any such agency purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (A) hold the Selling Agent for such purchase harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) notwithstanding such default, pay to such Selling Agent any commission to which it would be entitled in connection with such sale. (vi) For those offers to purchase Notes solicited by a Selling Agent, as agent, and accepted by the Company, the Selling Agent shall be paid a commission to be agreed between the Company and the Selling Agent.

Solicitations as Selling Agent. (i) Subject to the terms and conditions set forth herein, each Selling Agent agrees, as agent of the CompanyCompany and the Guarantor, to use its reasonable best efforts when requested by the Company to solicit offers to purchase particular issuances of the Notes upon the terms and conditions set forth in the Prospectus and the Administrative administrative procedures with respect to the sale of Notes as may be agreed upon from time to time between the Selling Agents, the Company and the Guarantor (the “Procedures”). The initial Procedures (dated as defined below)of , 2016 and set forth in Annex I to this Agreement shall remain in effect until changed in an amendment signed by the Selling Agents, the Company and the Guarantor. The Selling Agents, the Company and the Guarantor agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures. Notwithstanding any provision herein to the contrary, the Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes through the Selling Agents, as agents, commencing at any time for any period of time or permanently. The Company will timely deliver notice to the Selling Agents of its decision to suspend solicitations. Upon receipt of instructions from the Company, the Selling Agents will forthwith suspend solicitation of purchases of the Notes until such time as the Company has advised the Selling Agents that such solicitation may be resumed. (ii) The Company and the Selling Agents hereby agree to the administrative procedures with respect to the sale of Notes set forth in Annex I hereto (the “Administrative Procedures”), as may be amended from time to time. Each of the Selling Agents and the Company agree to perform their respective duties and obligations as set forth in the Administrative Procedures. The Administrative Procedures may be amended only by written agreement between the Company and the relevant Selling Agents. (iii) Each Selling Agent will communicate to the Company, orally, each offer to purchase Notes solicited by such Selling Agent on an agency basis, other than those offers rejected by the Selling Agent. Each Selling Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, in whole or in part, by persons solicited by the Selling Agent and any such rejection shall not be deemed a breach of such Selling Agent’s agreement contained herein. The Company may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement herein. (iviii) All Notes sold through a Selling Agent, as agent, will be sold at 100% of their principal amount unless otherwise agreed to by the Company and such Selling Agent. Each purchase of Notes solicited by a Selling Agent, as agent, shall be confirmed by such Selling Agent and the Company at about, or prior to, the Initial Sale Time, in accordance with the Administrative Procedures. The principal amount of Notes to be purchased through such Selling Agent, the maturity date of such Notes, the price to be paid to the Company for such Notes, the payment terms of such Notes and any other terms of the such Notes shall be agreed upon by the Company, the Guarantor and such Selling Agent and set forth in the Base Prospectus, the MTN Prospectus Supplement, any applicable prospectus supplement and a Pricing Supplement to the Base Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes. The Company and any applicable Selling Agent may enter into a separate agreement in connection with any sale of Notes through such Selling Agent, as agent, but are not required to do so. (viv) Each Selling Agent, acting as agent, shall use its reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Selling Agent and accepted by the Company. Each Selling Agent shall not have any liability to the Company or the Guarantor if any such agency purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company and the Guarantor shall (A) hold the Selling Agent for such purchase harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) notwithstanding such default, pay to such Selling Agent any commission to which it would be entitled in connection with such sale. (vi) For those offers to purchase Notes solicited by a Selling Agent, as agent, and accepted by the Company, the Selling Agent shall be paid a commission to be agreed between the Company and the Selling Agent.

Solicitations as Selling Agent. (i) Subject to the terms and conditions set forth herein, each Selling Agent agrees, as agent of the Company, to use its reasonable best efforts when requested by the Company to solicit offers to purchase particular issuances of the Notes upon the terms and conditions set forth in the Prospectus and the Administrative administrative procedures with respect to the sale of Notes as may be agreed upon from time to time between the Selling Agents and the Company (the “Procedures”). The Procedures (dated as defined below)of , 2015 and set forth in Annex I to this Agreement shall remain in effect until changed in an amendment signed by the Selling Agents and the Company. The Selling Agents and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures. Notwithstanding any provision herein to the contrary, the Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes through the Selling Agents, as agents, commencing at any time for any period of time or permanently. The Company will timely deliver notice to the Selling Agents of its decision to suspend solicitations. Upon receipt of instructions from the Company, the Selling Agents will forthwith suspend solicitation of purchases of the Notes until such time as the Company has advised the Selling Agents that such solicitation may be resumed. (ii) The Company and the Selling Agents hereby agree to the administrative procedures with respect to the sale of Notes set forth in Annex I hereto (the “Administrative Procedures”), as may be amended from time to time. Each of the Selling Agents and the Company agree to perform their respective duties and obligations as set forth in the Administrative Procedures. The Administrative Procedures may be amended only by written agreement between the Company and the relevant Selling Agents. (iii) Each Selling Agent will communicate to the Company, orally, each offer to purchase Notes solicited by such Selling Agent on an agency basis, other than those offers rejected by the Selling Agent. Each Selling Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, in whole or in part, by persons solicited by the Selling Agent and any such rejection shall not be deemed a breach of such Selling Agent’s agreement contained herein. The Company may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement herein. (iviii) All Notes sold through a Selling Agent, as agent, will be sold at 100% of their principal amount unless otherwise agreed to by the Company and such Selling Agent. Each purchase of Notes solicited by a Selling Agent, as agent, shall be confirmed by such Selling Agent and the Company at about, or prior to, the Initial Sale Time, in accordance with the Administrative Procedures. The principal amount of Notes to be purchased through by such Selling Agent, the maturity date of such Notes, the price to be paid to the Company for such Notes, the payment terms of interest rate and interest rate formula, if any, applicable to such Notes and any other terms of the such Notes specified in Exhibit B hereto shall be agreed upon by the Company and such Selling Agent (each such agreement, a “Terms Agreement”) and set forth in the Base Prospectus, the MTN Prospectus Supplement, any applicable prospectus a pricing supplement and a Pricing Supplement to the Base Prospectus (a “Pricing Supplement”) to be prepared following each acceptance by the Company of an offer for the purchase of Notes. A Pricing Supplement may include one or more product supplements that may be filed by the Company under Rule 424(b) under the Securities Act on or after the date of this Agreement. The Company and any applicable Selling Agent may enter into a separate agreement in connection with any sale product supplement or product supplements shall be deemed to be part of Notes through such Selling Agent, as agent, but are not required to do sothe applicable Pricing Supplement for purposes of this Agreement. (viv) Each Selling Agent, acting as agent, Agent shall use its reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Selling Agent and accepted by the Company. Each Selling Agent shall not have any liability to the Company if any such agency purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (A) hold the Selling Agent for such purchase harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) notwithstanding such default, pay to such Selling Agent any commission to which it would be entitled in connection with such sale. (vi) For those offers to purchase Notes solicited by a Selling Agent, as agent, and accepted by the Company, the Selling Agent shall be paid a commission to be agreed between the Company and the Selling Agent.

Solicitations as Selling Agent. (i) Subject to the terms and conditions set forth herein, each Selling Agent agrees, as agent of the Company, to use its reasonable best efforts when requested by the Company to solicit offers to purchase particular issuances of the Notes upon the terms and conditions set forth in the Prospectus and the Administrative administrative procedures with respect to the sale of Notes as may be agreed upon from time to time between the Selling Agents and the Company (the “Procedures”). The initial Procedures (dated as defined below)of April 10, 2008 and set forth in Annex I to this Agreement shall remain in effect until changed in an amendment signed by the Selling Agents and the Company. The Selling Agents and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures. Notwithstanding any provision herein to the contrary, the Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes through the Selling Agents, as agents, commencing at any time for any period of time or permanently. The Company will timely deliver notice to the Selling Agents of its decision to suspend solicitations. Upon receipt of instructions from the Company, the Selling Agents will forthwith suspend solicitation of purchases of the Notes until such time as the Company has advised the Selling Agents that such solicitation may be resumed. (ii) The Company and the Selling Agents hereby agree to the administrative procedures with respect to the sale of Notes set forth in Annex I hereto (the “Administrative Procedures”), as may be amended from time to time. Each of the Selling Agents and the Company agree to perform their respective duties and obligations as set forth in the Administrative Procedures. The Administrative Procedures may be amended only by written agreement between the Company and the relevant Selling Agents. (iii) Each Selling Agent will communicate to the Company, orally, each offer to purchase Notes solicited by such Selling Agent on an agency basis, other than those offers rejected by the Selling Agent. Each Selling Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, in whole or in part, by persons solicited by the Selling Agent and any such rejection shall not be deemed a breach of such Selling Agent’s agreement contained herein. The Company may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Company’s agreement herein. (iviii) All Notes sold through a Selling Agent, as agent, will be sold at 100% of their principal amount unless otherwise agreed to by the Company and such Selling Agent. Each purchase of Notes solicited by a Selling Agent, as agent, shall be confirmed by such Selling Agent and the Company at about, or prior to, the Initial Sale Time, in accordance with the Administrative Procedures. The principal amount of Notes to be purchased through by such Selling Agent, the maturity date of such Notes, the price to be paid to the Company for such Notes, the payment terms of interest rate and interest rate formula, if any, applicable to such Notes and any other terms of the such Notes specified in Exhibit B hereto shall be agreed upon by the Company and such Selling Agent (each such agreement, a “Terms Agreement”) and set forth in the Base Prospectus, the MTN Prospectus Supplement, any applicable prospectus a pricing supplement and a Pricing Supplement to the Base Prospectus (a “Pricing Supplement”) to be prepared following each acceptance by the Company of an offer for the purchase of Notes. A Pricing Supplement may include one or more product supplements that may be filed by the Company under Rule 424(b) under the Securities Act on or after the date of this Agreement. The Company and any applicable Selling Agent may enter into a separate agreement in connection with any sale product supplement or product supplements shall be deemed to be part of Notes through such Selling Agent, as agent, but are not required to do sothe applicable Pricing Supplement for purposes of this Agreement. (viv) Each Selling Agent, acting as agent, Agent shall use its reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Selling Agent and accepted by the Company. Each Selling Agent shall not have any liability to the Company if any such agency purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (A) hold the Selling Agent for such purchase harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) notwithstanding such default, pay to such Selling Agent any commission to which it would be entitled in connection with such sale. (vi) For those offers to purchase Notes solicited by a Selling Agent, as agent, and accepted by the Company, the Selling Agent shall be paid a commission to be agreed between the Company and the Selling Agent.