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 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 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 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 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)notice from the Company, 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, it will promptly advise the Agents and the Trustee and will furnish each Agent and Trustee with the proposed amendment or supplement in accordance with the terms of the Agreement. The Company will file with the Commission any supplement to the Prospectus (including any Pricing Supplement), provide each Agent with copies of any supplement (or, in the case of a Pricing Supplement, provide each relevant Agent with copies of such Pricing Supplement), and confirm to each Agent that such supplement has been filed with the Commission (or, in the case of a Pricing Supplement, confirm such information with each relevant Agent). 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 relevant 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 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 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 representations, warranties and covenants of the Company and the Guarantor contained in the Selling Agent Agency Agreement, the Company may instruct the Agents Agent to suspend at any time time, for any period of time or permanently, the solicitation of orders to purchase NotesBook-Entry Warrants. 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 settlementissuance, the Company will promptly advise the Agents Agent and the Trustee Warrant Agent (or, if applicable, the relevant Paying Agent) 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 (or the notice provided for in Rule 173(a) under the Securities Act, if applicable), may be delivered in connection with the settlement issuance 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 (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 Delivery of Rule 173 Notice: The Agent will promptly advise the Agents and furnish the Agents and the Trustee comply with the proposed amendment requirements of Rule 173(a) under the Securities Act. Confirmation: For each order to purchase a Book-Entry Warrant solicited by the Agent and accepted by or supplement and with such certificates and opinions as are requiredon behalf of the Company, all the Agent will issue a confirmation, which confirmation may be delivered by facsimile or other electronic transmission, to the extent required by and in accordance purchaser, with the terms of the Selling Agent Agreement. Subject a copy to the provisions of Company, setting forth 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 details set forth above and the Trustee with copies of any such supplement, delivery and confirm to the Agents that such supplement has been filed with the Commissionpayment instructions.

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.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company's its representations, warranties and covenants contained in the Selling Agent Distribution Agreement, in case the Notes are sold to or through an Agent, the Company may instruct the Agents to suspend solicitation of purchases of 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), each Agent the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised it them that solicitation of purchases offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement, the Prospectus or the applicable Prospectus Supplement relating to the Notes (other than to change interest rates or other variable terms with respect to the offering of the Notes through a Pricing Supplement), it will promptly advise the Agents and the Issuing Agent and a reasonable time in advance of filing will furnish the Agents, the Issuing Agent and their respective counsel with copies of the proposed amendment or supplement. In the event that at the time the Company suspends solicitation of purchases offers to purchase from the Company is suspended (other than to change interest rates or other variable terms) there shall be any orders outstanding for settlementwhich have not been settled, the Company will promptly advise the Agents and the Trustee Issuing Agent whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented 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 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 ’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend solicitation of purchases at any time 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)notice from the Company, each Agent the Agents will forthwith suspend solicitation until such time as the Company has advised it that solicitation of purchases may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and the Trustee and will furnish each Agent and Trustee with the proposed amendment or supplement in accordance with the terms of the Agreement. The Company will file with the Commission any supplement to the Prospectus (including any Pricing Supplement), provide each Agent with copies of any supplement (or, in the case of a Pricing Supplement, provide each relevant Agent with copies of such Pricing Supplement), and confirm to each Agent that such supplement has been filed with the Commission (or, in the case of a Pricing Supplement, confirm such information with each relevant Agent). 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 relevant Agent and the Trustee DTC Agent 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 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 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 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 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 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: --------------------------------- -----------------------------------------------------------------

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 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 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 (including the final Pricing Supplement) 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 (including the final Pricing Supplement) 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 SEC 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 Distribution 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 orallyorally or in writing), 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 Final 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 Final Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Final Prospectus, it will promptly advise the Agents Lead Agent, on behalf of the Agents, and furnish the Agents Lead Agent, on behalf of 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 Final Prospectus relating to the Notes. The Company will provide the Agents Lead Agent, on behalf of the Agents, and the Trustee with copies of any such supplement, and confirm to the Agents Lead Agent that such supplement has been filed with the Commission.