Common use of Suspension of Solicitation; Amendment or Supplement Clause in Contracts

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of purchases may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of purchases offers to purchase may be resumed. In the event that at the time the Company suspends solicitation of purchases offers to purchase there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants contained in the Selling Agent Agency Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions (which may be given orally)instructions, each Agent the Agents will forthwith suspend solicitation until such time as the Company has advised it them that such solicitation of purchases may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agency Agreement. Subject to the provisions of the Selling Agent Agency Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the CommissionCommission pursuant to the applicable paragraph of Rule 424(b).

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants of the Company contained in the Selling Agent Agency Agreement, the Company may instruct the Agents to suspend at any time time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon As soon as practicable, but in any event not later than one Business Day after receipt of such instructions (which may be given orally)notice, each Agent the Agents will forthwith suspend solicitation until such time as the Company has advised it that such solicitation of purchases may be resumed. Except as otherwise provided for in the Agency Agreement, the Company will have discretion regarding whether to amend or supplement the MTN Prospectus. If the Company proposes so to amend or supplement, it will promptly advise the Agents and will furnish the Agents such proposed amendment or supplement. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents applicable Agents, the Trustee and the Trustee DTC Agent whether such orders may be settled and whether copies of the Final Prospectus as in effect at the time of the suspension suspension, including the applicable Final Supplement, (or the notice provided for in Rule 173(a) under the Securities Act, if applicable), may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company determines that such orders may not be settled or that copies of such Final Prospectus (or the notice provided for in Rule 173(a) under the Securities Act, if applicable) may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants contained in the Selling Agent Agency Agreement, the Company may instruct the Agents to suspend at any time time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions (which may be given orally)instructions, each Agent the Agents will forthwith suspend solicitation until such time as the Company has advised it them that such solicitation of purchases may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement (as defined in the Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agency Agreement. Subject to the provisions of the Selling Agent Agency Agreement, the Company may file with the Commission any such supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the CommissionCommission pursuant to the applicable paragraph of Rule 424(b).

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of purchases may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the CommissionSEC.

Suspension of Solicitation; Amendment or Supplement. Subject The Company reserves the right, in its sole discretion, to the Company's representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time time, for any period of time or permanently, the solicitation of orders offers to purchase Certificated Notes. Upon As soon as practicable, but in no event later than one Business Day after receipt of such instructions (which may be given orally)from the Company, each Agent the Agents will forthwith suspend solicitation of offers to purchase Certificated Notes from the Company until such time as the Company has advised it them that such solicitation of purchases may be resumed. If the Company or the Guarantor decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes (except in the case of a Pricing Supplement to the Prospectus), the Company or the Guarantor, as the case may be, will promptly advise the Agents and the Trustee and will furnish the Agents and the Trustee with the proposed amendment or supplement in accordance with the terms of the Agency Agreement. The Company or the Guarantor will mail or transmit to the Commission for filing therewith any supplement to the Prospectus relating to the Notes, provide the Agents with copies of any supplement, and confirm to the Agents that such supplement has been filed with the Commission. In the event that at the time the Company suspends solicitation of purchases offers to purchase Certificated Notes there shall be any orders outstanding offers to purchase Certificated Notes that have been accepted by the Company but for settlementwhich settlement has not yet occurred, the Company will promptly advise the Agents and the Trustee whether such orders sales may be settled and whether copies of the Prospectus as in effect at supplemented to the time of the suspension may be delivered in connection with the settlement of such orderssales. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders sales may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants of the Company and the Guarantor contained in the Selling Agent Agency Agreement, the Company may instruct the Agents to suspend at any time time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon As soon as practicable, but in any event not later than one Business Day after receipt of such instructions (which may be given orally)notice, each Agent the Agents will forthwith suspend solicitation until such time as the Company has advised it that such solicitation of purchases may be resumed. Except as otherwise provided for in the Agency Agreement, the Company will have discretion regarding whether to amend or supplement the MTN Prospectus. If the Company proposes so to amend or supplement, it will promptly advise the Agents and will furnish the Agents such proposed amendment or supplement. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents applicable Agents, the Trustee and the Trustee DTC Agent whether such orders may be settled and whether copies of the Final Prospectus as in effect at the time of the suspension suspension, including the applicable Final Supplement, (or the notice provided for in Rule 173(a) under the Securities Act, if applicable), may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company determines that such orders may not be settled or that copies of such Final Prospectus (or the notice provided for in Rule 173(a) under the Securities Act, if applicable) may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants contained in the Selling Agent AgreementAgreements, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of purchases may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent AgreementAgreements. Subject to the provisions of the Selling Agent AgreementAgreements, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants contained in the Selling Agent Distribution Agreement, the Company may instruct the Agents each Agent to suspend solicitation of purchases of Certificated Notes at any time for any period of time or permanently, the solicitation of orders to purchase Notestime. Upon receipt of such instructions (which may be given orally)instructions, each Agent will forthwith suspend solicitation such solicitations until such time as it has been advised by the Company has advised it that solicitation of purchases such solicitations may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement (as defined in the Distribution Agreement) or the Prospectus, it will promptly advise the Agents each Agent and will furnish the Agents and the Trustee it with the proposed amendment or supplement and with such any certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Distribution Agreement. Subject to the provisions of the Selling Agent Distribution Agreement, the Company may file with the Commission any such supplement to the Prospectus relating to the NotesProspectus. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the CommissionCommission pursuant to the applicable paragraph of Rule 424(b). The Company will, consistent with the obligations described above, promptly advise each Agent and the Trustee whether orders outstanding at the time each Agent suspends solicitation may be settled and whether copies of such Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event the Company determines that such orders may not be settled or that copies of such Prospectus and Pricing Supplement may not be so delivered.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's ’s representations, warranties warranties, and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of purchases offers to purchase may be resumed. In the event that at the time the Company suspends solicitation of purchases offers to purchase there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee Paying Agent whether such orders may be settled and whether copies of the Prospectus Offering Circular (together with the Pricing Supplement or Permitted Free Writing) as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus Offering Circular (together with the Pricing Supplement or Permitted Free Writing) may not be so delivered. If the Company decides to amend or supplement the Registration Statement Offering Circular (or the Prospectusany Pricing Supplement or Permitted Free Writing), it will promptly advise the Agents and furnish the Agents and the Trustee Paying Agent with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee Paying Agent with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants contained in the Selling Agent Distribution Agreement, the Company may instruct the Agents Agent to suspend suspend, at any time for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions (which may be given orally)instructions, each the Agent will forthwith suspend solicitation until such time as the Company has advised it that such solicitation of purchases may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents Agent and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Delivery of Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms : A copy of the Selling Agent Agreement. Subject Prospectus and a Pricing Supplement relating to a Book-Entry Note must accompany or precede the provisions earliest of any written offer of such Book-Entry Note, confirmation of the Selling purchase of such Book-Entry Note and payment for such Book-Entry Note by its purchasers. The Agent Agreement, the Company may file will deliver a Prospectus and Pricing Supplement as herein described with the Commission any supplement respect to the Prospectus relating to the Noteseach Book-Entry Note sold by it. The Company will provide make such delivery if such Book-Entry Note is sold directly by the Agents and Company to a purchaser (other than the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the CommissionAgent).

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants contained in the Selling Agent Agreement, the The Company may instruct the Agents to suspend solicitation of purchases at any time for any period of time or permanently, the solicitation of orders to purchase Notestime. Upon receipt of such instructions (which may be given orally)instructions, each Agent the Agents will forthwith suspend solicitation until such time as the Company has advised it them that solicitation of purchases may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise the Agents and the Trustee, and will furnish the Agents and the Trustee with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Company will file with the Commission any supplement to the Prospectus relating to the Notes, including any supplement which provides solely for a change in the interest rates offered on the Notes, provide the Agents with sufficient quantities of copies of any supplement within a reasonable time prior to the earlier of the delivery of written confirmation of the sale of Notes or the delivery of Notes to any purchaser thereof, and confirm to the Agents that such supplement has been filed with the Commission. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision decisions and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants contained in the Selling Agent Agreement, the The Company may instruct the Agents to suspend solicitation of purchases at any time for any period of time or permanently, the solicitation of orders to purchase Notestime. Upon receipt of such instructions (which may be given orally)instructions, each Agent the Agents will forthwith suspend solicitation until such time as the Company has advised it them that solicitation of purchases may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise the Agents and the Trustee, and will furnish the Agents and the Trustee with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Company will file with the Commission any supplement to the Prospectus relating to the Notes including any supplement which provides solely for a change in the interest rates offered on the Notes, provide the Agents with sufficient quantities of copies of any supplement within a reasonable time prior to the earlier of the delivery of written confirmation of the sale of Notes or the delivery of Notes to any purchaser thereof, and confirm to the Agents that such supplement has been filed with the Commission. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision decisions and for any arrangements which may be made in the event that the Company company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of purchases may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. B-20 If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission.SEC. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to either the Company or the Agents shall be made only to the extent that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent's solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by the Company. EXHIBIT C TERMS AGREEMENT _________, 2002 PHH Corporation 0 Xxxxxx Xxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Vice President and Treasurer The undersigned agrees to purchase the following aggregate principal amount of PHH InterNotes(R): $------------ The terms of such PHH InterNotes(R) shall be as follows: CUSIP Number: __________ Interest Rate: _____% Maturity Date: __________ Price to Public: __________ Agent's Concession: ___% Net Proceeds to Issuer: _________ Settlement Date, Time and Place: __________ Survivor's Option: __________ Interest Payment Frequency: __________ Optional Redemption/Repayment, if any: __________ Initial Redemption/Repayment Date[s]: __________ Redemption/Repayment Price: Initially ___% of Principal Amount and declining by ___% of the Principal Amount on each anniversary of the Initial Redemption/Repayment Date until the Redemption/Repayment Price is 100% of the Principal Amount. Supplemental Indenture No. 1 and Supplemental Indenture No. 3 shall apply to the PHH InterNotes(R)issued pursuant to this Terms Agreement. [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: __________________________ Title: _______________________ ACCEPTED PHH CORPORATION By: __________________________ Title: _______________________ Exhibit D FORM OF PRICING SUPPLEMENT Pricing Supplement Dated: ___________ Rule 424(b)(3) (To Prospectus Dated November 1, 2000) File No. 333-46434 Pricing Supplement No. ______________ $500,000,000 PHH CORPORATION PHH INTERNOTES(R) DUE NINE MONTHS OR MORE FROM DATE OF ISSUE ----------------------------------------------------------------- Trade Date: ----------------------------------- Issue Date: ----------------------------------- Joint Lead Managers: -------------------- Agents: --------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------------------- CUSIP AGGREGATE PRICE CONCESSION NET SENIOR OR INTEREST PRINCIPAL TO PROCEEDS SUBORDINATED RATE AMOUNT PUBLIC TO ISSUER -----------------------------------------------------------------------------

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of purchases may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. B-21 50 If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the CommissionSEC.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants contained in the Selling Agent Agreement, the The Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally)instructions, each Agent the Agents will forthwith suspend solicitation until such time as the Company has advised it them that such solicitation of purchases may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and Agents, the Trustee and State Street whether such orders may be settled and whether copies EXHIBIT A of the Note Prospectus as in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company determines that such orders may not be settled or that copies of such Note Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Note Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Distribution Agreement. Subject to the provisions of the Selling Agent Distribution Agreement, the Company may file with the Commission any supplement to the Note Prospectus relating to the Notes. The Company will provide the Agents and Agents, the Trustee and State Street with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the CommissionCommission pursuant to the applicable paragraph of Rule 424(b).

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants contained in the Selling Agent Distribution Agreement, the Company may instruct the Agents each Agent to suspend solicitation of purchases of Book-Entry Notes at any time for any period of time or permanently, the solicitation of orders to purchase Notestime. Upon receipt of such instructions (which may be given orally)instructions, each Agent will forthwith suspend solicitation such solicitations until such time as it has been advised by the Company has advised it that solicitation of purchases such solicitations may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement Statements (as defined in the Distribution Agreement) or the Prospectus, it will promptly advise the Agents each Agent and will furnish the Agents and the Trustee it with the proposed amendment or supplement and with any such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Distribution Agreement. Subject to the provisions of the Selling Agent Distribution Agreement, the Company may file with the Commission any such supplement to the Prospectus relating to the NotesProspectus. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the CommissionCommission pursuant to the applicable paragraph of Rule 424(b). The Company will, consistent with the obligations described above, promptly advise each Agent and the Trustee whether orders outstanding at the time each Agent suspends solicitation may be settled and whether copies of such Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus and Pricing Supplement may not be so delivered.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's ’s and the Guarantors’ representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of purchases offers to purchase may be resumed. In the event that at the time the Company suspends solicitation of purchases offers to purchase there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's ’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of purchases may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to either the Company or the Agents shall be made only to the extent that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by the Company. XXXXXXX X XXXXX XXXXXXXXX , 000 The Dow Chemical Company 0000 Xxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Treasurer The undersigned agrees to purchase the following aggregate principal amount of Dow InterNotes: $ The terms of such Notes shall be as follows: CUSIP Number: Notes: Interest Rate: % Maturity Date: Price to Public: Agent’s Concession: % Net Proceeds to Issuer: Settlement Date, Time and Place: Survivor’s Option: Interest Payment Frequency: Optional Redemption/Repayment, if any: Initial Redemption/Repayment Date[s]: Applicable Time: Redemption/Repayment Price: Initially % of Principal Amount and declining by % of the Principal Amount on each anniversary of the Initial Redemption/Repayment Date until the Redemption/Repayment Price is 100% of the Principal Amount. [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: Title: ACCEPTED THE DOW CHEMICAL COMPANY By: Title: Exhibit D Form of Pricing Supplement Pricing Supplement Dated: Rule 424(b)(3) (To Prospectus Dated February 23, 2007, and Prospectus Supplement dated October 29, 2008) File No. 333-140859] Pricing Supplement No. U.S. $500,000,000 THE DOW CHEMICAL COMPANY INTERNOTES® DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Trade Date: Issue Date: Joint Lead Managers: Agents: CUSIP NUMBER PRINCIPAL AMOUNT SELLING PRICE GROSS CONCESSION NET PROCEEDS COUPON RATE COUPON FREQUENCY MATURITY DATE FIRST COUPON DATE FIRST COUPON AMOUNT SURVIVOR’S OPTION PRODUCT RANKING REDEMPTION INFO Other Terms: EXHIBIT E Master Selected Dealer Agreement «FirstName»» «Company»» «Address1»» «Address2»» «City»», «State»» «Postal»» Dear Selected Dealer: In connection with public offerings of securities after the date hereof for which we are acting as manager of an underwriting syndicate or are otherwise responsible for the distribution of securities to the public by means of an offering of securities for sale to selected dealers, you may be offered the right as such a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group organized by us as follows.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's ’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of purchases may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission. Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to either the Company or the Agents shall be made only to the extent that funds are provided to the Trustee for such purpose. Advertising Costs: The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by the Company. XXXXXXX X XXXXX XXXXXXXXX , 000 The Dow Chemical Company 0000 Xxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Treasurer The undersigned agrees to purchase the following aggregate principal amount of Dow InterNotes: $ The terms of such Notes shall be as follows: CUSIP Number: Notes: Interest Rate: % Maturity Date: Price to Public: Agent’s Concession: % Net Proceeds to Issuer: Settlement Date, Time and Place: Survivor’s Option: Interest Payment Frequency: Optional Redemption/Repayment, if any: Initial Redemption/Repayment Date[s]: Applicable Time: Redemption/Repayment Price: Initially % of Principal Amount and declining by % of the Principal Amount on each anniversary of the Initial Redemption/Repayment Date until the Redemption/Repayment Price is 100% of the Principal Amount. [Any other terms and conditions agreed to by the Purchasing Agent and the Company] INCAPITAL LLC By: Title: ACCEPTED THE DOW CHEMICAL COMPANY By: Title: Exhibit D Form of Pricing Supplement Pricing Supplement Dated: Rule 424(b)(3) (To Prospectus Dated February 19, 2010, and File No. 333-164985 Prospectus Supplement dated February 19, 2010) Pricing Supplement No. THE DOW CHEMICAL COMPANY INTERNOTES® DUE SIX MONTHS OR MORE FROM DATE OF ISSUE Trade Date: Issue Date: Joint Lead Managers: Agents: CUSIP NUMBER PRINCIPAL AMOUNT SELLING PRICE GROSS CONCESSION NET PROCEEDS COUPON RATE COUPON FREQUENCY MATURITY DATE FIRST COUPON DATE FIRST COUPON AMOUNT SURVIVOR’S OPTION PRODUCT RANKING REDEMPTION INFO Other Terms: EXHIBIT E Master Selected Dealer Agreement «FirstName»» «Company»» «Address1»» «Address2»» «City»», «State»» «Postal»» Dear Selected Dealer: In connection with public offerings of securities after the date hereof for which we are acting as manager of an underwriting syndicate or are otherwise responsible for the distribution of securities to the public by means of an offering of securities for sale to selected dealers, you may be offered the right as such a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group organized by us as follows.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of purchases may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. B-21 50 If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the CommissionSEC.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's ’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of purchases may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's representations, warranties and covenants contained in the Selling Agent Distribution Agreement, the Company may instruct the Agents each Agent to suspend solicitation of purchases of Book-Entry Notes at any time for any period of time or permanently, the solicitation of orders to purchase Notestime. Upon receipt of such instructions (which may be given orally)instructions, each Agent will forthwith suspend solicitation such solicitations until such time as it has been advised by the Company has advised it that solicitation of purchases such solicitations may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement (as defined in the Distribution Agreement) or the Prospectus, it will promptly advise the Agents each Agent and will furnish the Agents and the Trustee it with the proposed amendment or supplement and with any such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Distribution Agreement. Subject to the provisions of the Selling Agent Distribution Agreement, the Company may file with the Commission any such supplement to the Prospectus relating to the NotesProspectus. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the CommissionCommission pursuant to the applicable paragraph of Rule 424(b). The Company will, consistent with the obligations described above, promptly advise each Agent and the Trustee whether orders outstanding at the time each Agent suspends solicitation may be settled and whether copies of such Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus and Pricing Supplement may not be so delivered.