Common use of Solicitations as Agent Purchases as Principal Clause in Contracts

Solicitations as Agent Purchases as Principal. (a) SOLICITATIONS AS AGENT. In connection with the actions of each Agent as agent hereunder, such Agent severally agrees, as agent of the Company, to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Company reserves the right, in its sole discretion, to instruct each Agent to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day's prior notice from the Company, such Agent will forthwith suspend solicitations of offers to purchase Notes from the Company until such time as the Company has advised such Agent that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); PROVIDED, HOWEVER, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change such Agent deems to be immaterial), such Agent shall not be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may reasonably request. The Company agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the following percentage of the purchase price of such Note: Term Commission Rate ---- --------------- From 9 months to less than 1 year .125% From 1 year to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years to less than 20 years .700% From 20 years to less than 30 years .750% 30 years or greater To Be Negotiated Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent as agent that in such Agent's judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. Each Agent shall have the right to reject any offer to purchase Notes that such Agent considers to be unacceptable, and any such

Solicitations as Agent Purchases as Principal. (a) SOLICITATIONS AS AGENT. In connection with the an Agent's actions of each Agent as agent hereunder, such Agent severally agrees, as agent of the Company, agrees to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Company reserves the right, in its sole discretion, to instruct each Agent the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day's prior notice from the Company, such Agent the Agents will forthwith suspend solicitations of offers to purchase Notes from the Company until such time as the Company has advised such Agent the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); PROVIDED, HOWEVER, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change such Agent deems the Agents deem to be immaterial), such no Agent shall not be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may reasonably request. The Company agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the following percentage set forth below of the purchase price of such Note: Term Maturity Commission Rate ---- --------------- From -------- ---------- 9 months to less than 1 year 12 months .125% From 1 year 12 months to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years to less than 20 years .700% From 20 years to less than 30 years .750% 30 years or greater To Be Negotiated and beyond to be negotiated Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent as agent that in such Agent's its judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. Each Agent shall have the right to reject any offer to purchase Notes that such Agent it considers to be unacceptable, and any suchsuch rejection shall not be deemed a breach of its agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).

Solicitations as Agent Purchases as Principal. (a) SOLICITATIONS AS AGENTSolicitations as Agent. In connection with On the actions basis of the representations and ---------------------- warranties herein contained, but subject to the terms and conditions herein set forth, each Agent as agent hereunder, such Agent severally agreesof you agree, as agent of the Company, to use reasonable your best efforts to solicit offers to purchase the Notes upon the terms and conditions set forth in the Prospectus as then amended or supplementedProspectus. The Company reserves the right, in its sole discretion, to instruct each Agent suspend solicitation of offers to suspend at purchase the Notes in any timeSpecified Currency, for any period of time or permanently. Upon receipt of instructions from the Company, you will, as soon as practicable, but in no event later than one business day after receipt of instruction from the Company, suspend solicitation of offers to purchase Notes. Upon receipt of at least one business day's prior notice from the Company, such Agent will forthwith suspend solicitations of offers to purchase Notes from the Company until such time as the Company has advised such Agent you that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); PROVIDED, HOWEVER, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change such Agent deems to be immaterial), such Agent shall not be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may reasonably request. The Company agrees to pay to you a commission, at the time of settlement of each Agent, as consideration for the sale of each Note resulting from Notes by the Company as a result of a solicitation made or by you, in an offer to purchase received by such Agentamount in U.S. dollars (which, a commission in the form case of a discount from Notes denominated in currency units or in currencies other than U.S. dollars, shall be based on the purchase price of such Note Exchange Rate (as defined below)) equal to the following percentage of the purchase price aggregate principal amount of such NoteNotes sold: Term Commission Rate ---- --------------- From (percentage of aggregate principal amount Range of Maturities of Notes sold) ------------------- -------------- More than 9 months to less than 1 year .125% From 1 year to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years to less than 20 years .700% From 20 years to less than 30 years .750% More than 30 years As agreed Unless otherwise agreed to, as agent, you are authorized to solicit orders for the Notes at the principal amount thereof only in denominations of U.S. $1,000 or greater To Be Negotiated Each Agent any amount in excess thereof which is an integral multiple of U.S. $1,000* at a purchase price equal to 100% of the principal amount thereof, unless otherwise specified in a supplement to the Prospectus. You shall communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent you as agent that in such Agent's judgment should be considered agent, other than those rejected by the Companyyou. The Company shall have the sole right to accept offers to purchase Notes and may reject any such offer in whole or in part. Each Agent You shall have the right right, in your discretion reasonably exercised, to reject any offer received by you to purchase Notes that such Agent considers to be unacceptablethe Notes, in whole or in part, and any suchsuch rejection shall not be deemed a breach of your agreement contained herein. No Note which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold, by the Company until such Note shall have been delivered to the purchaser thereof against payment by such purchaser.

Solicitations as Agent Purchases as Principal. (a) SOLICITATIONS AS AGENTSolicitations as Agent. In connection with the an Agent’s actions of each Agent as agent hereunder, such Agent severally agrees, as agent of the Company, agrees to use commercially reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Company Operating Partnership reserves the right, in its sole discretion, to instruct each Agent the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least As soon as practicable, but in any event not later than one business day's prior day after written notice from the CompanyOperating Partnership, such Agent the Agents will forthwith suspend solicitations of offers to purchase Notes from the Company Operating Partnership until such time as the Company Operating Partnership has advised such Agent the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); PROVIDEDprovided, HOWEVERhowever, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change such Agent deems the Agents deem to be immaterial), such no Agent shall not be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may reasonably request. The Company Operating Partnership agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the following percentage set forth below of the purchase price of such Note: Term Commission Rate ---- --------------- From 9 months to less than 1 year .125% From 1 year to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years to less than 20 years .700% From 20 years to less than 30 years .750% From 30 years or greater and beyond To Be be Negotiated Each Agent shall communicate to the CompanyOperating Partnership, orally or in writing, each offer to purchase Notes received by such Agent as agent that in such Agent's its judgment should be considered by the CompanyOperating Partnership. The Company Operating Partnership shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. Each Agent shall have the right to reject any offer to purchase Notes that such Agent it, in its reasonable discretion, considers to be unacceptable, and any suchsuch rejection shall not be deemed a breach of its agreements contained herein. Each Agent shall make commercially reasonable efforts to assist the Operating Partnership in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Operating Partnership. The procedural details relating to the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). All Notes sold through an Agent as agent will be sold at 100% of their principal amount, unless otherwise agreed to by the Operating Partnership and such Agent or provided in the applicable Note or pricing supplement.

Solicitations as Agent Purchases as Principal. (a) SOLICITATIONS AS AGENTSolicitations as Agent. In connection with the an Agent's actions of each Agent as agent hereunder, such Agent severally agrees, as agent of the Company, agrees to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Company reserves the right, in its sole discretion, to instruct each Agent the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day's prior notice from the Company, such Agent the Agents will forthwith suspend solicitations of offers to purchase Notes from the Company until such time as the Company has advised such Agent the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); PROVIDEDprovided, HOWEVERhowever, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement setting forth solely the terms or a description of particular Notes or providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change such Agent deems Agents deem to be immaterial), such no Agent shall not be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters pursuant to Sections 5(a), 5(b) and 5(c) as such Agent may reasonably request. The Company agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received presented by such AgentAgent to the Company, a commission in the form of a discount from the purchase price of such Note equal to the following percentage set forth below of the purchase price of such Note: Term Commission Rate ---- --------------- From more than 9 months to less than 1 year .125% From 1 year to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years to less than 20 years .700% From 20 years to less than 30 years .750% 30 years or greater To Be Negotiated Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent as agent that in such Agent's its reasonable judgment should be considered by the Company; provided that, if requested by the Company, each Agent shall, for a period of 10 business days, communicate to the Company each offer to purchase Notes received by such Agent subsequent to the date of such request. The Company shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. Each Agent shall have the right to reject any offer to purchase Notes that such Agent it reasonably considers to be unacceptable, and any suchsuch rejection shall not be deemed a breach of its agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).

Solicitations as Agent Purchases as Principal. (a) SOLICITATIONS AS AGENT. In connection with the an Agent's actions of each Agent as agent hereunder, such Agent severally agrees, as agent of the Company, agrees to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Company reserves the right, in its sole discretion, to instruct each Agent the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day's prior notice from the Company, such Agent the Agents will forthwith suspend solicitations of offers to purchase Notes from the Company until such time as the Company has advised such Agent the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); PROVIDED, HOWEVER, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change such Agent deems the Agents deem to be immaterial), such no Agent shall not be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may reasonably request. The Company agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the following percentage set forth below of the purchase price of such Note: Term Commission Rate TERM COMMISSION RATE ---- --------------- From 9 months to less than 1 year .125% From 1 year to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 10 years year .600% From 10 years to less than 15 years year .625% From 15 years to less than 20 years year .700% From 20 years to less than 30 years year .750% From 30 years or greater To Be Negotiated and beyond to be negotiated Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent as agent that in such Agent's its judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. Each Agent shall have the right to reject any offer to purchase Notes that such Agent it considers to be unacceptable, and any suchsuch rejection shall not be deemed a breach of its agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).

Solicitations as Agent Purchases as Principal. (a) SOLICITATIONS AS AGENT. In connection with the an Agent's actions of each Agent as agent hereunder, such Agent severally agrees, as agent of the Company, agrees to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Company reserves the right, in its sole discretion, to instruct each Agent the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day's prior notice from the Company, such Agent the Agents will forthwith suspend solicitations of offers to purchase Notes from the Company until such time as the Company has advised such Agent the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); PROVIDED, HOWEVER, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change such Agent deems the Agents deem to be immaterial), such no Agent shall not be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may reasonably request. The Company agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the following percentage set forth below of the purchase price of such Note: Term Commission Rate ---- --------------- TERM COMMISSION RATE From 9 months to less than 1 year .125% From 1 year to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years and beyond subject to less than 20 years .700% From 20 years to less than 30 years .750% 30 years or greater To Be Negotiated negotiation Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent as agent that in such Agent's its judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. Each Agent shall have the right to reject any offer to purchase Notes that such Agent it considers to be unacceptable, and any suchsuch rejection shall not be deemed a breach of its agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as set forth in the Supplemental Indenture relating to such Notes. Additional procedural details relating to such Notes may be set forth in one or more letter agreements between the Company and the Trustee.

Solicitations as Agent Purchases as Principal. (a) SOLICITATIONS AS AGENTSolicitations as Agent. In connection with the an Agent’s actions of each Agent as agent hereunder, such Agent severally agrees, as agent of the Company, agrees to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Company reserves the right, in its sole discretion, to instruct each Agent the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day's ’s prior notice from the Company, such Agent the Agents will forthwith suspend solicitations of offers to purchase Notes from the Company until such time as the Company has advised such Agent the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); PROVIDEDprovided, HOWEVERhowever, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change such Agent deems the Agents deem to be immaterial), such no Agent shall not be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may reasonably request. The Company agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the following percentage set forth below of the purchase price of such Note: Term Commission Rate ---- --------------- From 9 months to less than 1 year .12512 months .125 % From 1 year 12 months to less than 18 months .150.150 % From 18 months to less than 2 years .200.200 % From 2 years to less than 3 years .250.250 % From 3 years to less than 4 years .350.350 % From 4 years to less than 5 years .450.450 % From 5 years to less than 6 years .500.500 % From 6 years to less than 7 years .550.550 % From 7 years to less than 8 years .600 % From 8 years to less than 9 years .600 % From 9 years to less than 10 years .600.600 % From 10 years to less than 15 years .625.625 % From 15 years to less than 20 years .700.700 % From 20 years to less than 30 years .750.750 % From 30 years or greater To Be Negotiated and beyond to be negotiated Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent as agent that in such Agent's its judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. Each Agent shall have the right to reject any offer to purchase Notes that such Agent it considers to be unacceptable, and any suchsuch rejection shall not be deemed a breach of its agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).

Solicitations as Agent Purchases as Principal. (a) SOLICITATIONS AS AGENTSolicitations as Agent. In connection with the an Agent’s actions of each Agent as agent hereunder, such Agent severally agrees, as agent of the Company, agrees to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Company reserves the right, in its sole discretion, to instruct each Agent the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day's ’s prior notice from the Company, such Agent the Agents will forthwith suspend solicitations of offers to purchase Notes from the Company until such time as the Company has advised such Agent the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); PROVIDEDprovided, HOWEVERhowever, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change such Agent deems the Agents deem to be immaterial), such no Agent shall not be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may reasonably request. The Company agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the following percentage set forth below of the purchase price of such Note: Term Commission Rate ---- --------------- From 9 months to less than 1 year 12 months .125% From 1 year 12 months to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 8 years .600% From 8 years to less than 9 years .600% From 9 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years to less than 20 years .700% From 20 years to less than 30 years .750% From 30 years or greater To Be Negotiated and beyond to be negotiated Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent as agent that in such Agent's its judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. Each Agent shall have the right to reject any offer to purchase Notes that such Agent it considers to be unacceptable, and any suchsuch rejection shall not be deemed a breach of its agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).

Solicitations as Agent Purchases as Principal. (a) SOLICITATIONS AS AGENTSolicitations as Agent. In connection with On the actions basis of the representations and ---------------------- warranties herein contained, but subject to the terms and conditions herein set forth, each Agent as agent hereunder, such Agent severally agrees, as agent of the Company, to will use its reasonable efforts to solicit solicit, as agent, offers to purchase the Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Company reserves the right, in its sole discretion, to instruct each Agent the Agents to suspend at any time, for any period of time or permanently, the solicitation solicitation, as agent, of offers to purchase the Notes. Upon receipt of at least one business day's prior notice from the Company, such each Agent will forthwith suspend solicitations solicitations, as agent, of offers to purchase Notes from the Company until such time as the Company has advised such Agent the Agents that such solicitation may be resumed. While such solicitation During the period of time that this Agreement is suspended, suspended the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a3(i), 5(b(j) and 5(c)(k) hereof; PROVIDEDprovided, HOWEVERhowever, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change such Agent deems to be immaterial), such no Agent shall not be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and or letters as requested by such Agent may reasonably requestif any of the events described in Section 3(i), (j) or (k) hereof have occurred during the period of suspension. The Company agrees to pay to each Agent, as consideration for the sale of each Note any Notes resulting from a solicitation made or an offer to purchase received by such Agentit as agent, a commission in the form of a discount from the purchase price principal amount of each Note sold by the Company hereunder as a result of such Note solicitation. With respect to Notes with a term of one year to 30 years, such commission will be equal to the following percentage of the purchase price principal amount of such Note: Term Commission Rate ---- --------------- From 9 months to less than 1 year .125% From 1 year to less than 18 months .1500.150% From 18 months to less than 2 years .200% 0.200 From 2 years to less than 3 years .250% 0.250 From 3 years to less than 4 years .350% 0.350 From 4 years to less than 5 years .450% 0.450 From 5 years to less than 6 years .500% 0.500 From 6 years to less than 7 years .550% 0.550 From 7 years to less than 10 years .600% 0.600 From 10 years to less than 15 years .625% From 15 years to less than 20 years .700% 0.625 From 20 years to less than 30 years .750% 0.750 and with respect to Notes with a term in excess of 30 years or greater To Be Negotiated Each such commission will be negotiated between the Company and the applicable Agent shall communicate to at the Company, orally or in writing, each offer to purchase Notes received by such Agent as agent that in such Agent's judgment should be considered by the Companytime of sale. The Company shall have Agents may reallow any portion of the sole right commission payable pursuant hereto to accept dealers or purchasers in connection with the offer and sale of any Notes. The Agents are authorized to solicit offers to purchase Notes and may reject only in the minimum principal amount of $1,000 or any offer amount in excess thereof that is a whole multiple of $1,000 (or in part. Each Agent shall have such other minimum purchase amounts and multiples thereof as are described in a supplement to the right to reject any offer to purchase Notes that such Agent considers to be unacceptable, and any suchBasic

Solicitations as Agent Purchases as Principal. (a) SOLICITATIONS AS AGENT. In connection with the an Agent's actions of each Agent as agent hereunder, such Agent severally agrees, as agent of the Company, agrees to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Company reserves the right, in its sole discretion, to instruct each Agent the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day's prior notice from the Company, such Agent the Agents will forthwith suspend solicitations of offers to purchase Notes from the Company until such time as the Company has advised such Agent the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); PROVIDED, HOWEVER, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change such Agent deems the Agents deem to be immaterial), such no Agent shall not be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may reasonably request. The Company agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the following percentage set forth below of the purchase price of such Note: Term Commission Rate ---- --------------- From 9 months to less than 1 year 12 months .125% From 1 year 12 months to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 8 years .600% From 8 years to less than 9 years .600% From 9 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years to less than 20 years .700% From 20 years to less than 30 years .750% From 30 years or greater To Be Negotiated and beyond to be negotiated Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent as agent that in such Agent's its judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. Each Agent shall have the right to reject any offer to purchase Notes that such Agent it considers to be unacceptable, and any suchsuch rejection shall not be deemed a breach of its agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).