Common use of Supersedes Prior Agreement Clause in Contracts

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Notes pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: Name: Title: CONFIRMED: , 20 By: Name: (Print name) Title: EXHIBIT D TERMS AGREEMENT , 20 The undersigned agrees to purchase the following aggregate principal amount of PACCAR Financial InterNotes®, Series B: $ The terms of such Notes shall be as follows: Trade Date: CUSIP Number: Interest Rate: Original Issue Date: Stated Maturity Date: Price to Public: % Commission: % Net Proceeds to Issuer: $ Applicable Time: Settlement Date, Time and Place: Interest Payment Frequency: Regular Record Dates: Optional Redemption/Repayment provisions, if any: Survivor’s Option: [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: Name: Title: ACCEPTED: PACCAR FINANCIAL CORP. By: Name: Title: EXHIBIT E FORM OF PRICING SUPPLEMENT Pricing Supplement Dated: Rule 424(b)(2) (To Prospectus Supplement Dated November 7, 2012 and Prospectus Dated November 7, 2012) File No. Pricing Supplement No. U.S. $ PACCAR FINANCIAL INTERNOTES®, SERIES B DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Trade Date: Issue Date: Joint Lead Managers: Agents: CUSIP AGGREGATE PRINCIPAL AMOUNT PRICE TO PUBLIC CONCESSION NET PROCEEDS TO ISSUER INTEREST RATE INTEREST PAYMENT FREQUENCY STATED MATURITY DATE FIRST INTEREST PAYMENT DATE SURVIVOR’S OPTION REDEMPTION OR OTHER REPAYMENT YES/NO REDEMPTION/ OTHER REPAYMENT TERMS Other Terms:

Appears in 1 contract

Samples: Selling Agent Agreement (Paccar Financial Corp)

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Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. CHI99 5065785-1.021110.0010 Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Notes Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: /s/ Xxxxx X. Xxxxxxx Xxxxx Xxxxxxx Managing Director - Syndicate CONFIRMED: ______________________, 20___ [DEALER NAME] By: _____________________________________ Name: Title: CONFIRMED: , 20 By: Name: ___________________________________ (Print name) Title: EXHIBIT D TERMS AGREEMENT , 20 The undersigned agrees to purchase the following aggregate principal amount of PACCAR Financial InterNotes®, Series B: $ The terms of such Notes shall be as follows: Trade Date: CUSIP Number: Interest Rate: Original Issue Date: Stated Maturity Date: Price to Public: % Commission: % Net Proceeds to Issuer: $ Applicable Time: Settlement Date, Time and Place: Interest Payment Frequency: Regular Record Dates: Optional Redemption/Repayment provisions, if any: Survivor’s Option: [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: Name: Title: ACCEPTED: PACCAR FINANCIAL CORP. By: Name: Title: EXHIBIT E FORM OF PRICING SUPPLEMENT Pricing Supplement Dated: Rule 424(b)(2) (To Prospectus Supplement Dated November 7, 2012 and Prospectus Dated November 7, 2012) File No. Pricing Supplement No. U.S. $ PACCAR FINANCIAL INTERNOTES®, SERIES B DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Trade Date: Issue Date: Joint Lead Managers: Agents: CUSIP AGGREGATE PRINCIPAL AMOUNT PRICE TO PUBLIC CONCESSION NET PROCEEDS TO ISSUER INTEREST RATE INTEREST PAYMENT FREQUENCY STATED MATURITY DATE FIRST INTEREST PAYMENT DATE SURVIVOR’S OPTION REDEMPTION OR OTHER REPAYMENT YES/NO REDEMPTION/ OTHER REPAYMENT TERMS Other Terms:____________________________________ CHI99 5065785-1.021110.0010

Appears in 1 contract

Samples: Selling Agent Agreement (HSBC Finance Corp)

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us the Purchasing Agent governing similar transactions in which you are any Selected Dealer is acting in its capacity as a selected dealersuch, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the Purchasing Agent the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Notes Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us the Purchasing Agent in connection with such Offering, all of which shall constitute a binding agreement between you the Selected Dealers and usthe Purchasing Agent, individually or as representative of any Underwriters, (ii) confirmation that your the Selected Dealer’s representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your the Selected Dealer’s agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you it to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have it has requested and received or will request from us the Purchasing Agent sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your such Selected Dealer’s undertakings in Section 3(a) or 3(b) hereof. Very truly yours, Exh D-9 By: Name: Title: CONFIRMED: , 20 {Company} By: Name: (Print name) Title: EXHIBIT D TERMS AGREEMENT Exhibit E ACCESSION LETTER – NOTE ISSUE To: Prudential Financial, 20 The undersigned agrees to purchase Inc. 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxxxx 00000 Attention: Assistant Treasurer – Capital Markets [Date] Prudential Financial, Inc. (the following “Company”) $[ ] aggregate principal amount of PACCAR Financial InterNotes®[ ]% Retail Medium-Term Notes, Series BDue [ , ] (the “Notes”) Ladies and Gentlemen: $ The terms of such Notes shall be We refer to the Selling Agent Agreement, dated March 3, 2015 (as follows: Trade Date: CUSIP Number: Interest Rate: Original Issue Date: Stated Maturity Date: Price amended from time to Public: % Commission: % Net Proceeds to Issuer: $ Applicable Time: Settlement Datetime, Time and Place: Interest Payment Frequency: Regular Record Dates: Optional Redemption/Repayment provisionsthe “Selling Agreement”), if any: Survivor’s Option: [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: Name: Title: ACCEPTED: PACCAR FINANCIAL CORPTerms Agreement, dated (the “Terms Agreement”, and together with the Selling Agreement, the “Agreement”) entered into with respect to the Notes, and made between the Company and the Agents parties thereto. By: Name: Title: EXHIBIT E FORM OF PRICING SUPPLEMENT Pricing Supplement Dated: Rule 424(b)(2) (To Prospectus Supplement Dated November 7, 2012 and Prospectus Dated November 7, 2012) File NoCapitalized terms used but not defined herein shall have the meanings assigned to them in the Selling Agreement. Pricing Supplement No. U.S. $ PACCAR FINANCIAL INTERNOTES®, SERIES B DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Trade Date: Issue Date: Joint Lead Managers: Agents: CUSIP AGGREGATE PRINCIPAL AMOUNT PRICE TO PUBLIC CONCESSION NET PROCEEDS TO ISSUER INTEREST RATE INTEREST PAYMENT FREQUENCY STATED MATURITY DATE FIRST INTEREST PAYMENT DATE SURVIVOR’S OPTION REDEMPTION OR OTHER REPAYMENT YES/NO REDEMPTION/ OTHER REPAYMENT TERMS Other TermsWe confirm that we are in receipt of the documents referenced below:

Appears in 1 contract

Samples: Terms Agreement (Prudential Financial Capital Trust Iii)

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Notes pursuant to an Offering shall constitute (i) acceptance of and agreement This Agreement supersedes all prior agreements entered into between the parties, including but not limited to the terms Original Agreement. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Company and conditions of the Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which letter shall constitute a binding agreement between you the Company and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereofAgent. Very truly yours, By: Name: Title: CONFIRMED: , 20 By: Name: (Print name) Title: EXHIBIT D TERMS AGREEMENT , 20 The undersigned agrees to purchase the following aggregate principal amount of PACCAR Financial InterNotes®, Series B: $ The terms of such Notes shall be as follows: Trade Date: CUSIP Number: Interest Rate: Original Issue Date: Stated Maturity Date: Price to Public: % Commission: % Net Proceeds to Issuer: $ Applicable Time: Settlement Date, Time and Place: Interest Payment Frequency: Regular Record Dates: Optional Redemption/Repayment provisions, if any: Survivor’s Option: [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: Name: Title: ACCEPTED: PACCAR FINANCIAL CORPXXXXX SILVER & GOLD MINES LTD. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: EXHIBIT E President and Chief Executive Officer ACCEPTED as of the date first-above written: CANTOR XXXXXXXXXX & CO. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Operating Officer SCHEDULE 1 ______________________ FORM OF PRICING SUPPLEMENT Pricing Supplement DatedPLACEMENT NOTICE ______________________ From: Rule 424(b)(2Xxxxx Silver & Gold Mines Ltd. To: Cantor Xxxxxxxxxx & Co. Attention: _____________________ Subject: Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Amended and Restated Sales Agreement between Xxxxx Silver & Gold Mines Ltd., a company continued under the Business Corporations Act (British Columbia) (To Prospectus Supplement Dated November 7the “Company”), 2012 and Prospectus Dated November 7Cantor Xxxxxxxxxx & Co. (“Agent”), 2012dated August 21, 2018, the Company hereby requests that the Agent sell up to ____________ of the Company’s common shares, no par value per share, at a minimum market price of $_______ per share, during the time period beginning [month, day, time] and ending [month, day, time]. SCHEDULE 2 __________________________ Compensation __________________________ The Company shall pay to the Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount equal to 3.0% of the aggregate gross proceeds from each sale of Placement Shares. SCHEDULE 3 __________________________ Notice Parties __________________________ The Company Xxxxx Xxxxxx (xxxxxxx@xxxxx.xxx) File No. Pricing Supplement No. U.S. $ PACCAR FINANCIAL INTERNOTES®Xxxxxxx Xxxxxxxx (xxxxxxxxx@xxxxx.xxx) The Agent Xxxxxx Xxxxxxx (XXxxxxxx@xxxxxx.xxx) With copies to: XXXXX@xxxxxx.xxx SCHEDULE 4 __________________________ Material Subsidiaries __________________________ Oniva Silver and Gold Mines S.A. de C.V. Mexico 100% Promotora Xxxxx, SERIES B DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Trade Date: Issue Date: Joint Lead Managers: Agents: CUSIP AGGREGATE PRINCIPAL AMOUNT PRICE TO PUBLIC CONCESSION NET PROCEEDS TO ISSUER INTEREST RATE INTEREST PAYMENT FREQUENCY STATED MATURITY DATE FIRST INTEREST PAYMENT DATE SURVIVOR’S OPTION REDEMPTION OR OTHER REPAYMENT YES/NO REDEMPTION/ OTHER REPAYMENT TERMS Other Terms:X.X. de C.V. Mexico 79.09% Compañía Minera Mexicana xx Xxxxx, X.X. de C.V. Mexico 98.45% direct 1.22% indirect (Promotora) 99.67% effective Bralorne Gold Mines Ltd. British Columbia 100% EXHIBIT 6(dd)

Appears in 1 contract

Samples: Sales Agreement (Avino Silver & Gold Mines LTD)

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Notes Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: __________________________ Xxxxx Xxxxxxx Managing Director - Syndicate CONFIRMED: ______________________, 20___ (customer name) By: _____________________________________ Name: Title: CONFIRMED: , 20 By: Name: ___________________________________ (Print name) Title: ____________________________________ EXHIBIT F Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Priority Income Fund Series A, B, C and D TERMS AGREEMENT Term Preferred Stock (the “Term Preferred Stock”)][Issuance of [$]_________________Term Preferred Stock by Priority Income Fund, 20 Inc. Sold on _____________, for Settlement on _____________ (the “Term Preferred Stock”)] Dear __________: The undersigned agrees Selling Agent Agreement dated April [•], 2019 (the “Agreement”), among Priority Income Fund, Inc. (the “Company”), Priority Senior Secured Income Management, LLC, Prospect Administration LLC, Incapital LLC (the “Purchasing Agent”) and Ladenburg Xxxxxxxx & Co. Inc., provides for the issue and sale by the Company of the Term Preferred Stock. Subject to purchase and in accordance with the following aggregate principal amount of PACCAR Financial InterNotes®, Series B: $ The terms of the Agreement, the Company hereby appoints you as Agent (as such Notes shall be as follows: Trade Date: CUSIP Number: Interest Rate: Original Issue Date: Stated Maturity Date: Price term is defined in the Agreement) [on an on−going basis in connection with the purchase of the Term Preferred Stock][in connection with the purchase of the Term Preferred Stock, but only for this one transaction]. Your appointment is made subject to Public: % Commission: % Net Proceeds to Issuer: $ Applicable Time: Settlement Date, Time and Place: Interest Payment Frequency: Regular Record Dates: Optional Redemption/Repayment provisions, if any: Survivor’s Option: [Any other the terms and conditions agreed applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Term Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the Purchasing documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an on−going basis in connection with the purchase of the Term Preferred Stock][in connection with the issue and sale of the CompanyTerm Preferred Stock] INCAPITAL under the terms and conditions of the Agreement. Very truly yours, PRIORITY INCOME FUND, INC. By: ________________________ Name: ________________________ Title: ________________________ PRIORITY SENIOR SECURED INCOME MANAGEMENT, LLC By: ________________________ Name: ________________________ Title: ACCEPTED: PACCAR FINANCIAL CORP. ________________________ PROSPECT ADMINISTRATION LLC By: ________________________ Name: ________________________ Title: EXHIBIT E FORM OF PRICING SUPPLEMENT Pricing Supplement Dated________________________ AGREED AND ACCEPTED [Name of Agent] By: Rule 424(b)(2________________________ Name: ________________________ Title: ________________________ Exhibit G Incapital LLC Ladenburg Xxxxxxxx & Co. Inc. [Other Agents party to the Selling Agent Agreement] c/o Incapital LLC 000 Xxxxx Xxxxxx Xxxxx Suite 3700 Chicago, Illinois 60606 Ladies and Gentlemen: This certificate of Priority Income Fund, Inc. (the “Fund”), is being delivered on behalf of the Fund by Xxxxxxx Van Dask, in connection with the Selling Agent Agreement, dated April [•], 2019, among the Fund, Priority Senior Secured Income Management, LLC, Prospect Administration, Incapital LLC and Ladenburg Xxxxxxxx & Co. Inc. (the “Agreement”) in relation to the issuance and sale of up to $200,000,000 of (To Prospectus Supplement Dated November 7i) the Fund’s 6.375% Series A Term Preferred Stock Due 2025, 2012 $0.01 par value per share, (ii) the Fund’s 6.25% Series B Term Preferred Stock Due 2023, $0.01 par value per share, (iii) the Fund’s 6.625% Series C Term Preferred Stock Due 2024, $0.01 par value per share, and Prospectus Dated November 7(iv) the Fund’s 7.00% Series D Term Preferred Stock Due 2029, 2012$0.01 par value per share. I hereby certify that I am the duly elected Chief Financial Officer of the Fund. In such capacity, I am responsible for the Fund's financial accounting and am familiar with the Fund's accounting records and internal controls. I have reviewed the Fund’s quarterly schedule of portfolio holdings for the quarterly period ended [March 31, [•]/September 30, [•]] attached hereto as Exhibit A and included in the Fund’s quarterly schedule of portfolio holdings of registered management investment companies on Form N-Q (the “Schedule of Investments”) File Noand for purposes of this certification, have inquired of other officials of the Fund, as necessary, who have responsibility for certain financial and accounting matters. Pricing Supplement No. U.S. $ PACCAR FINANCIAL INTERNOTES®Nothing has come to my attention based on my review of the Schedule of Investments and my inquiries of other Fund officials as stated above, SERIES B DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Trade Date: Issue Date: Joint Lead Managers: Agents: CUSIP AGGREGATE PRINCIPAL AMOUNT PRICE TO PUBLIC CONCESSION NET PROCEEDS TO ISSUER INTEREST RATE INTEREST PAYMENT FREQUENCY STATED MATURITY DATE FIRST INTEREST PAYMENT DATE SURVIVOR’S OPTION REDEMPTION OR OTHER REPAYMENT YES/NO REDEMPTION/ OTHER REPAYMENT TERMS Other Termsthat causes me to believe that:

Appears in 1 contract

Samples: Selling Agent Agreement (Priority Income Fund, Inc.)

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Notes Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: NameBy: Title: CONFIRMED: , 20 [CUSTOMER NAME] By: Name: (Print name) Title: EXHIBIT D TERMS AGREEMENT H Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [XXXX XXXX XXXX (the “Notes”) / Issuance of [$] XXXX XXXX XXXXby XXXXXXXX Due , 20 Sold on , for Settlement on (the “Notes”)] Dear : The undersigned agrees Selling Agent Agreement, dated as of September 8, 2015 (the “Agreement”), among Discover Financial Services (the “Company”), Incapital LLC and the Agents named therein, provides for the issue and sale by the Company of the Notes. Subject to purchase and in accordance with the following aggregate principal amount of PACCAR Financial InterNotes®, Series B: $ The terms of the Agreement and accompanying Administrative Procedures, the Company hereby appoints you as Agent (as such Notes shall be as follows: Trade Date: CUSIP Number: Interest Rate: Original Issue Date: Stated Maturity Date: Price term is defined in the Agreement) [on an ongoing basis in connection with the purchase of the Notes][in connection with the purchase of the Notes, but only for this one transaction]. Your appointment is made subject to Public: % Commission: % Net Proceeds to Issuer: $ Applicable Time: Settlement Date, Time and Place: Interest Payment Frequency: Regular Record Dates: Optional Redemption/Repayment provisions, if any: Survivor’s Option: [Any other the terms and conditions agreed applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Notes or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the Purchasing documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would result in the application of any law other than the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an ongoing basis in connection with the purchase of the Notes][in connection with the issue and sale of the CompanyNotes] INCAPITAL LLC under the terms and conditions of the Agreement. Very truly yours, Discover Financial Services By: Name: Title: ACCEPTED: PACCAR FINANCIAL CORP. AGREED AND ACCEPTED [Name of Agent] By: Name: Title: EXHIBIT E FORM OF PRICING SUPPLEMENT Pricing Supplement Dated: Rule 424(b)(2) (To Prospectus Supplement Dated November 7, 2012 and Prospectus Dated November 7, 2012) File No. Pricing Supplement No. U.S. $ PACCAR FINANCIAL INTERNOTES®, SERIES B DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Trade Date: Issue Date: Joint Lead Managers: Agents: CUSIP AGGREGATE PRINCIPAL AMOUNT PRICE TO PUBLIC CONCESSION NET PROCEEDS TO ISSUER INTEREST RATE INTEREST PAYMENT FREQUENCY STATED MATURITY DATE FIRST INTEREST PAYMENT DATE SURVIVOR’S OPTION REDEMPTION OR OTHER REPAYMENT YES/NO REDEMPTION/ OTHER REPAYMENT TERMS Other Terms:

Appears in 1 contract

Samples: Selling Agent Agreement (Discover Financial Services)

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Notes pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: Name: Title: CONFIRMED: , 20 By: Name: (Print name) Title: EXHIBIT D TERMS AGREEMENT , 20 The undersigned agrees to purchase the following aggregate principal amount of PACCAR Financial InterNotes®, Series BC: $ The terms of such Notes shall be as follows: Trade Date: CUSIP Number: Interest Rate: Original Issue Date: Stated Maturity Date: Price to Public: % Commission: % Net Proceeds to Issuer: $ Applicable Time: Settlement Date, Time and Place: Interest Payment Frequency: Regular Record Dates: Optional Redemption/Repayment provisions, if any: Survivor’s Option: [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: Name: Title: ACCEPTED: PACCAR FINANCIAL CORP. By: Name: Title: EXHIBIT E FORM OF PRICING SUPPLEMENT Pricing Supplement Dated: Rule 424(b)(2) (To Prospectus Supplement Dated November 75, 2012 2015 and Prospectus Dated November 75, 20122015) File No. Pricing Supplement No. U.S. $ PACCAR FINANCIAL INTERNOTES®, SERIES B C DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Trade Date: Issue Date: Joint Lead Managers: Agents: CUSIP AGGREGATE PRINCIPAL AMOUNT PRICE TO PUBLIC CONCESSION NET PROCEEDS TO ISSUER INTEREST RATE INTEREST PAYMENT FREQUENCY STATED MATURITY DATE FIRST INTEREST PAYMENT DATE SURVIVOR’S OPTION REDEMPTION OR OTHER REPAYMENT YES/NO REDEMPTION/ OTHER REPAYMENT TERMS Other Terms:

Appears in 1 contract

Samples: Selling Agent Agreement (Paccar Financial Corp)

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. NY2-736121 Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Notes Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: __________________________ Name: Title: CONFIRMED: ______________________, 20 20___ By: _____________________________________ Name: ___________________________________ (Print name) Title: EXHIBIT D TERMS AGREEMENT , 20 The undersigned agrees to purchase the following aggregate principal amount of PACCAR Financial InterNotes®, Series B: $ The terms of such Notes shall be as follows: Trade Date: CUSIP Number: Interest Rate: Original Issue Date: Stated Maturity Date: Price to Public: % Commission: % Net Proceeds to Issuer: $ Applicable Time: Settlement Date, Time and Place: Interest Payment Frequency: Regular Record Dates: Optional Redemption/Repayment provisions, if any: Survivor’s Option: [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: Name: Title: ACCEPTED: PACCAR FINANCIAL CORP. By: Name: Title: EXHIBIT E FORM OF PRICING SUPPLEMENT Pricing Supplement Dated: Rule 424(b)(2) (To Prospectus Supplement Dated November 7, 2012 and Prospectus Dated November 7, 2012) File No. Pricing Supplement No. U.S. $ PACCAR FINANCIAL INTERNOTES®, SERIES B DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Trade Date: Issue Date: Joint Lead Managers: Agents: CUSIP AGGREGATE PRINCIPAL AMOUNT PRICE TO PUBLIC CONCESSION NET PROCEEDS TO ISSUER INTEREST RATE INTEREST PAYMENT FREQUENCY STATED MATURITY DATE FIRST INTEREST PAYMENT DATE SURVIVOR’S OPTION REDEMPTION OR OTHER REPAYMENT YES/NO REDEMPTION/ OTHER REPAYMENT TERMS Other Terms:____________________________________

Appears in 1 contract

Samples: Selling Agent Agreement (Bank of America Corp /De/)

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Exh F(A)-8 Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Notes pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: Name: Title: CONFIRMED: , 20 By: Name: (Print name) Title: Exh F(A)-9 EXHIBIT D G [Form of Terms Agreement] TERMS AGREEMENT with regard to certain WESTPAC BANKING CORPORATION RETAIL MEDIUM-TERM NOTES Dated as of · WHEREAS, 20 The undersigned agrees Westpac Banking Corporation (the “Company”) and Incapital LLC, as Purchasing Agent (the “Purchasing Agent”), on behalf of itself and on behalf of the selling agents (the “Selling Agents” and, together with the Purchasing Agent, the “Agents”) specified in the Pricing Supplement(s) attached as Exhibit A to this agreement (the “Pricing Supplement(s)”) desire to enter into this agreement as of the date hereof, relating to the issuance and sale by the Company, and the purchase the following aggregate principal amount of PACCAR Financial InterNotes®, Series B: $ The terms of such Notes shall be as follows: Trade Date: CUSIP Number: Interest Rate: Original Issue Date: Stated Maturity Date: Price to Public: % Commission: % Net Proceeds to Issuer: $ Applicable Time: Settlement Date, Time and Place: Interest Payment Frequency: Regular Record Dates: Optional Redemption/Repayment provisions, if any: Survivor’s Option: [Any other terms and conditions agreed to by the Purchasing Agent and Agent, of the Company] INCAPITAL LLC By: Name: Title: ACCEPTED: PACCAR FINANCIAL CORP. By: Name: Title: EXHIBIT E FORM OF PRICING SUPPLEMENT Notes specified in the related Pricing Supplement Dated: Rule 424(b)(2Supplement(s), with the terms specified in such Pricing Supplement(s) (To Prospectus Supplement Dated November 7, 2012 and Prospectus Dated November 7, 2012) File No. Pricing Supplement No. U.S. $ PACCAR FINANCIAL INTERNOTES®, SERIES B DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Trade Date: Issue Date: Joint Lead Managers: Agents: CUSIP AGGREGATE PRINCIPAL AMOUNT PRICE TO PUBLIC CONCESSION NET PROCEEDS TO ISSUER INTEREST RATE INTEREST PAYMENT FREQUENCY STATED MATURITY DATE FIRST INTEREST PAYMENT DATE SURVIVOR’S OPTION REDEMPTION OR OTHER REPAYMENT YES/NO REDEMPTION/ OTHER REPAYMENT TERMS Other Terms:the “Notes”);

Appears in 1 contract

Samples: Selling Agent Agreement (Westpac Banking Corp)

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Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Notes Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: __________________________ Xxxxx Xxxxxxx Managing Director - Syndicate CONFIRMED: ______________________, 20___ (CUSTOMER NAME) By: _____________________________________ Name: Title: CONFIRMED: , 20 By: Name: ___________________________________ (Print name) Title: ____________________________________ EXHIBIT D TERMS AGREEMENT G Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: Issuance and Sale of 5.50% Series AA1 Preferred Stock, 20 par value $0.001 per share and 5.50% Series MM1 Preferred Stock, par value $0.001 per share, by Prospect Capital Corporation (the “Preferred Stock”)] Dear __________: The undersigned agrees Amended and Restated Dealer Manager Agreement dated February 18, 2022 (the “Agreement”), among Prospect Capital Corporation (the “Company”), Prospect Capital Management L.P., Prospect Administration LLC and InspereX LLC (the “Dealer Agent”) provides for the issue and sale by the Company of the Preferred Stock. Subject to purchase and in accordance with the following aggregate principal amount of PACCAR Financial InterNotes®, Series B: $ The terms of the Agreement and accompanying Administrative Procedures, the Company hereby appoints you as Agent (as such Notes shall be as follows: Trade Date: CUSIP Number: Interest Rate: Original Issue Date: Stated Maturity Date: Price term is defined in the Agreement) [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the purchase of the Preferred Stock, but only for this one transaction]. Your appointment is made subject to Public: % Commission: % Net Proceeds to Issuer: $ Applicable Time: Settlement Date, Time and Place: Interest Payment Frequency: Regular Record Dates: Optional Redemption/Repayment provisions, if any: Survivor’s Option: [Any other the terms and conditions agreed applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Preferred Stock or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the Purchasing documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an on−going basis in connection with the purchase of the Preferred Stock][in connection with the issue and sale of the CompanyPreferred Stock] INCAPITAL under the terms and conditions of the Agreement. Very truly yours, PROSPECT CAPITAL CORPORATION By: ________________________ Name: ________________________ Title: ________________________ PROSPECT CAPITAL MANAGEMENT L.P. By: Prospect Management Group GP LLC, its General Partner By: ________________________ Name: ________________________ Title: ________________________ PROSPECT ADMINISTRATION LLC By: ________________________ Name: ________________________ Title: ACCEPTED: PACCAR FINANCIAL CORP. ________________________ AGREED AND ACCEPTED [Name of Agent] By: ________________________ Name: ________________________ Title: EXHIBIT E FORM OF PRICING SUPPLEMENT Pricing Supplement Dated: Rule 424(b)(2) (To Prospectus Supplement Dated November 7, 2012 and Prospectus Dated November 7, 2012) File No. Pricing Supplement No. U.S. $ PACCAR FINANCIAL INTERNOTES®, SERIES B DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Trade Date: Issue Date: Joint Lead Managers: Agents: CUSIP AGGREGATE PRINCIPAL AMOUNT PRICE TO PUBLIC CONCESSION NET PROCEEDS TO ISSUER INTEREST RATE INTEREST PAYMENT FREQUENCY STATED MATURITY DATE FIRST INTEREST PAYMENT DATE SURVIVOR’S OPTION REDEMPTION OR OTHER REPAYMENT YES/NO REDEMPTION/ OTHER REPAYMENT TERMS Other Terms:________________________

Appears in 1 contract

Samples: Dealer Manager Agreement (Prospect Capital Corp)

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any CHI99 4594812-9.021110.0014 other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Notes Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 4 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 3 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By:__________________________ Xxxxx Xxxxxxx Managing Director - Syndicate CONFIRMED: ______________________, 20___ Company Name By: _____________________________________ Name: Title: CONFIRMED: , 20 By: Name: ___________________________________ (Print name) Title: EXHIBIT D TERMS AGREEMENT , 20 The undersigned agrees to purchase the following aggregate principal amount of PACCAR Financial InterNotes®, Series B: $ The terms of such Notes shall be as follows: Trade Date: CUSIP Number: Interest Rate: Original Issue Date: Stated Maturity Date: Price to Public: % Commission: % Net Proceeds to Issuer: $ Applicable Time: Settlement Date, Time and Place: Interest Payment Frequency: Regular Record Dates: Optional Redemption/Repayment provisions, if any: Survivor’s Option: [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: Name: Title: ACCEPTED: PACCAR FINANCIAL CORP. By: Name: Title: EXHIBIT E FORM OF PRICING SUPPLEMENT Pricing Supplement Dated: Rule 424(b)(2) (To Prospectus Supplement Dated November 7, 2012 and Prospectus Dated November 7, 2012) File No. Pricing Supplement No. U.S. $ PACCAR FINANCIAL INTERNOTES®, SERIES B DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Trade Date: Issue Date: Joint Lead Managers: Agents: CUSIP AGGREGATE PRINCIPAL AMOUNT PRICE TO PUBLIC CONCESSION NET PROCEEDS TO ISSUER INTEREST RATE INTEREST PAYMENT FREQUENCY STATED MATURITY DATE FIRST INTEREST PAYMENT DATE SURVIVOR’S OPTION REDEMPTION OR OTHER REPAYMENT YES/NO REDEMPTION/ OTHER REPAYMENT TERMS Other Terms:____________________________________ CHI99 4594812-9.021110.0014

Appears in 1 contract

Samples: Selling Agent Agreement (HSBC Finance Corp)

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Notes Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and or 3(b) hereof, acknowledgment that you have requested or will request and received or will receive from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: NameBy: Title: CONFIRMED: , 20 20[ ] [DEALER NAME] By: Name: (Print name) Title: EXHIBIT D TERMS AGREEMENT H Form of Agent Joinder Letter [Date] [Name and Address of Agent] Re: [Verizon InterNotes® (the “Notes”) / Issuance of $[ ] Verizon InterNotes® by Verizon Communications Inc. Due [ ], 20 Sold on [ ], for Settlement on [ ] (the “Notes”)] Dear [ ]: The undersigned agrees Selling Agent Agreement, dated as of [ ], 2017 (the “Agreement”), among Verizon Communications Inc. (the “Company”), Incapital LLC and the Agents named therein, provides for the issue and sale by the Company of the Notes. Subject to purchase and in accordance with the following aggregate principal amount of PACCAR Financial InterNotes®, Series B: $ The terms of the Agreement and accompanying Procedures, the Company hereby appoints you as Agent (as such Notes shall be as follows: Trade Date: CUSIP Number: Interest Rate: Original Issue Date: Stated Maturity Date: Price term is defined in the Agreement) [on an ongoing basis in connection with the purchase of the Notes][in connection with the purchase of the Notes, but only for this one transaction]. Your appointment is made subject to Public: % Commission: % Net Proceeds to Issuer: $ Applicable Time: Settlement Date, Time and Place: Interest Payment Frequency: Regular Record Dates: Optional Redemption/Repayment provisions, if any: Survivor’s Option: [Any other the terms and conditions agreed applicable to Agents under the Agreement and terminates upon [termination of the Agreement][payment for the Notes or other termination of this transaction]. Accompanying this letter is a copy of the Agreement, the provisions of which are incorporated herein by reference. Copies of the Purchasing documents previously delivered to the Agents under the Agreement are available upon request. This letter agreement, like the Agreement, is governed by and construed in accordance with the laws of the State of New York. If the above is in accordance with your understanding of our agreement, please sign and return this letter to us on or before settlement date. This action will confirm your appointment and your acceptance and agreement to act as Agent [on an ongoing basis in connection with the purchase of the Notes][in connection with the issue and sale of the CompanyNotes] INCAPITAL LLC By: Name: Title: ACCEPTED: PACCAR FINANCIAL CORPunder the terms and conditions of the Agreement. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Agreement Very truly yours, VERIZON COMMUNICATIONS INC. By: Name: Title: EXHIBIT E FORM OF PRICING SUPPLEMENT Pricing Supplement DatedAGREED AND ACCEPTED [Name of Agent] By: Rule 424(b)(2) (To Prospectus Supplement Dated November 7, 2012 and Prospectus Dated November 7, 2012) File No. Pricing Supplement No. U.S. $ PACCAR FINANCIAL INTERNOTES®, SERIES B DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Trade DateName: Issue Date: Joint Lead Managers: Agents: CUSIP AGGREGATE PRINCIPAL AMOUNT PRICE TO PUBLIC CONCESSION NET PROCEEDS TO ISSUER INTEREST RATE INTEREST PAYMENT FREQUENCY STATED MATURITY DATE FIRST INTEREST PAYMENT DATE SURVIVOR’S OPTION REDEMPTION OR OTHER REPAYMENT YES/NO REDEMPTION/ OTHER REPAYMENT TERMS Other TermsTitle:

Appears in 1 contract

Samples: Selling Agent Agreement (Verizon Communications Inc)

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Notes Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, By: Name: Title: Xxxxx Xxxxxx Head of Capital Markets Exhibit B-A8 CONFIRMED: , 20 By: Name: (Print name) Title: Exhibit B-A9 EXHIBIT D C TERMS AGREEMENT , 20 The undersigned agrees to purchase the following aggregate principal amount of PACCAR Financial InterNotes®, Series BNotes Due Nine Months or More from the Date of Issue: $ The terms of such Notes shall be as follows: Trade Date: CUSIP Number: Interest Rate Provisions: If Fixed Rate: Original Issue Date: Stated Maturity Date: Price to Public: % Commission: % Net Proceeds to Issuer: $ Applicable Time: Settlement Date, Time and Place: Interest Payment Frequency: Regular Record Dates: Optional Redemption/Repayment provisions, if any: Survivor’s Option: [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: Name: Title: ACCEPTED: PACCAR FINANCIAL CORP. By: Name: Title: EXHIBIT E FORM OF PRICING SUPPLEMENT Pricing Supplement Dated: Rule 424(b)(2) (To Prospectus Supplement Dated November 7, 2012 and Prospectus Dated November 7, 2012) File No. Pricing Supplement No. U.S. $ PACCAR FINANCIAL INTERNOTES®, SERIES B DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Trade Date: Issue Date: Joint Lead Managers: Agents: CUSIP AGGREGATE PRINCIPAL AMOUNT PRICE TO PUBLIC CONCESSION NET PROCEEDS TO ISSUER INTEREST RATE INTEREST PAYMENT FREQUENCY STATED MATURITY DATE FIRST INTEREST PAYMENT DATE SURVIVOR’S OPTION REDEMPTION OR OTHER REPAYMENT YES/NO REDEMPTION/ OTHER REPAYMENT TERMS Other Terms:

Appears in 1 contract

Samples: Selling Agent Agreement (Ford Motor Credit Co LLC)

Supersedes Prior Agreement. This Agreement, as amended and supplemented from time to time, supersedes and replaces in its entirety any other selected dealers agreement and any other agreement between us governing similar transactions in which you are acting as a selected dealer, for all Offerings conducted from and after the date hereof. Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Notes Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 6 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 4 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof. Very truly yours, INCAPITAL LLC By: Name: Title: CONFIRMED: , 20 By: Name: 2017 (Print nameNAME OF BROKER-DEALER) Title: EXHIBIT D TERMS AGREEMENT , 20 The undersigned agrees to purchase the following aggregate principal amount of PACCAR Financial InterNotes®, Series B: $ The terms of such Notes shall be as follows: Trade Date: CUSIP Number: Interest Rate: Original Issue Date: Stated Maturity Date: Price to Public: % Commission: % Net Proceeds to Issuer: $ Applicable Time: Settlement Date, Time and Place: Interest Payment Frequency: Regular Record Dates: Optional Redemption/Repayment provisions, if any: Survivor’s Option: [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: Name: Title: ACCEPTED: PACCAR FINANCIAL CORP. By: Name: Title: EXHIBIT E FORM OF PRICING SUPPLEMENT Pricing Supplement Dated: Rule 424(b)(2K Subsidiaries (as of the date of this Agreement) (To Prospectus Supplement Dated November 7AmeriCredit Financial Services, 2012 and Prospectus Dated November 7Inc. ACF Investment Corp. GMF International LLC GMF Global Assignment LLC GM Financial Holdings LLC GM Financial Consumer Discount Company AmeriCredit Consumer Loan Company, 2012) File NoInc. APGO Trust ACAR Leasing Ltd. Maven Leasing Ltd. AFS SenSub Corp. AmeriCredit Funding Corp. XI AmeriCredit Syndicated Warehouse Trust GMF Funding Corp. GMF Leasing LLC GMF Leasing Warehouse Trust GMF Leasing Warehouse Trust 2016-A GMF Leasing Warehouse Trust 2016-B GMF Wholesale Receivables LLC GMF Floorplan Owner Revolving Trust General Motors Financial of Canada, Ltd. GM Financial Canada Leasing Ltd. AmeriCredit Automobile Receivables Trust 2013-1 AmeriCredit Automobile Receivables Trust 2013-2 AmeriCredit Automobile Receivables Trust 2013-3 AmeriCredit Automobile Receivables Trust 2013-4 AmeriCredit Automobile Receivables Trust 2013-5 AmeriCredit Automobile Receivables Trust 2014-1 AmeriCredit Automobile Receivables Trust 2014-2 AmeriCredit Automobile Receivables Trust 2014-3 AmeriCredit Automobile Receivables Trust 2014-4 AmeriCredit Automobile Receivables Trust 2015-1 AmeriCredit Automobile Receivables Trust 2015-2 AmeriCredit Automobile Receivables Trust 2015-3 AmeriCredit Automobile Receivables Trust 2015-4 AmeriCredit Automobile Receivables Trust 2015-5 AmeriCredit Automobile Receivables Trust 2016-1 AmeriCredit Automobile Receivables Trust 2016-2 AmeriCredit Automobile Receivables Trust 2016-3 AmeriCredit Automobile Receivables Trust 2016-4 AmeriCredit Automobile Receivables Trust 2017-1 AmeriCredit Automobile Receivables Trust 2017-2 GM Financial Automobile Receivables Trust 2014-PP1 GM Financial Automobile Leasing Trust 2014-PP1 GM Financial Automobile Leasing Trust 2015-PP1 GM Financial Automobile Leasing Trust 2015-PP2 GM Financial Automobile Leasing Trust 2015-PP3 GM Financial Automobile Leasing Trust 2015-PP4 GM Financial Automobile Leasing Trust 2015-PP5 GM Financial Automobile Leasing Trust 2016-PP1 GM Financial Automobile Leasing Trust 2016-PP2 GM Financial Automobile Leasing Trust 2016-PP3 GM Financial Automobile Leasing Trust 2016-PP4 GM Financial Automobile Leasing Trust 2016-PP5 GM Financial Automobile Leasing Trust 2016-PP6 GM Financial Automobile Leasing Trust 2016-PP7 GM Financial Automobile Leasing Trust 2017-PP1 GM Financial Automobile Leasing Trust 2017-PP2 GM Financial Automobile Leasing Trust 2017-PP3 GM Financial Automobile Leasing Trust 2017-PP4 GM Financial Automobile Leasing Trust 2015-1 GM Financial Automobile Leasing Trust 2015-2 GM Financial Automobile Leasing Trust 2015-3 GM Financial Automobile Leasing Trust 2016-1 GM Financial Automobile Leasing Trust 2016-2 GM Financial Automobile Leasing Trust 2016-3 GM Financial Automobile Leasing Trust 2017-1 GM Financial Automobile Leasing Trust 2017-2 GMF Prime Automobile Trust 2015-PP1 GMF Prime Automobile Trust 2016-PP1 GMF Prime Automobile Trust 2016-PP2 GMF Prime Automobile Trust 2016-PP3 GMF Prime Automobile Trust 2017-PP1 GMF Prime Automobile Trust 2017-PP2 GM Financial Consumer Automobile Receivables Trust 2017-1 GM Financial Consumer Automobile Receivables Trust 2017-2 GMF Prime Automobile Warehouse Trust I GMF Prime Automobile Warehouse Trust II GMF Prime Automobile Warehouse Trust III GMF Prime Automobile Warehouse Trust IV GMF Prime Automobile Warehouse Trust V GMF Prime Automobile Warehouse Trust VI GMF Prime Automobile Warehouse Trust VII GMF Prime Automobile Warehouse Trust VIII GMF Prime Automobile Warehouse Trust IX GMF Prime Automobile Warehouse Trust X GMF Prime Automobile Warehouse Trust XI General Motors Investments Participações Ltda. Pricing Supplement NoBanco GMAC S.A. GMACI Corretora de Seguros Ltda. U.S. $ PACCAR FINANCIAL INTERNOTES®, SERIES B DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Trade Date: Issue Date: Joint Lead Managers: Agents: CUSIP AGGREGATE PRINCIPAL AMOUNT PRICE TO PUBLIC CONCESSION NET PROCEEDS TO ISSUER INTEREST RATE INTEREST PAYMENT FREQUENCY STATED MATURITY DATE FIRST INTEREST PAYMENT DATE SURVIVOR’S OPTION REDEMPTION OR OTHER REPAYMENT YES/NO REDEMPTION/ OTHER REPAYMENT TERMS Other Terms:GMAC Administradora de Consórcios Ltda. GMAC Holdings UK Limited GMAC UK plc General Motors Financial Suisse SA GM Financial AB General Motors Financial International B.V. GMAC Lease B.V. GMAC Nederland N.V. GMAC Continental Corporation General Motors Financial Italia SpA GMF Europe Holdco Limited GM Financial Insurance Services GmbH GMF Europe LLP General Motors Financial UK Limited Saab Finance Limited

Appears in 1 contract

Samples: Selling Agent Agreement (Americredit Financial Services Inc)

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