Common use of Solicitations as Agents Clause in Contracts

Solicitations as Agents. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed by the Company and a Trust and an Agent, such Agent, as an agent of the Company and such Trust, will use its reasonable efforts to solicit offers for the purchase of Notes upon the terms set forth in the Registration Statement. Such Agent is authorized to appoint any sub-agent with respect to solicitations of offers to purchase Notes; provided, however, that any such appointment of a sub-agent shall be subject to the prior consent of such Trust and the Company. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed upon between the Company and such Trust and such Agent. Each Trust reserves the right, in its sole discretion, to suspend solicitation of offers for the purchase of Notes of such Trust through an Agent, as an agent of the Company and such Trust, or through any Co-Agent commencing at any time for any period of time or permanently. As soon as practicable after receipt of written instructions to such effect from such Trust, such Agent or Co-Agent, as the case may be, will suspend solicitation of offers for the purchase of Notes issued through such Trust until such time as the Company and such Trust have advised such Agent or Co-Agent, as the case may be, that such solicitation may be resumed. Each Trust agrees to pay each Agent, other than the Retail Agents, as consideration for soliciting offers to purchase Notes as an agent of the Company and such Trust, a commission, in the form of a discount, equal to the applicable percentage of the principal amount of each Note sold by such Trust as a result of any such solicitation made by such Agent, as set forth in Schedule B hereto. Each Trust agrees to pay each Retail Agent, as consideration for soliciting offers to purchase Notes as an agent of the Company and such Trust, a commission, in the form of a discount, equal to the applicable percentage of the principal amount of each Note sold by such Trust as a result of any such solicitation made by such Retail Agent, as set forth in Schedule C hereto. No commission will be payable by the Company or any Trust to any Co-Agent as consideration for such Co-Agent’s soliciting offers to purchase Notes or in connection with any purchase of Notes by any such Co-Agent from the Lead Retail Agent. Each Trust agrees to pay the Lead Retail Agent, as consideration for the Lead Retail Agent and any Co-Agent’s soliciting offers to purchase Notes as agents of the Company and such Trust a commission, in the form of a discount, equal to the applicable percentage of the principal amount of each Note sold by such Trust as a result of any such solicitation made by the Lead Retail Agent and such Co-Agent, as set forth in Schedule C hereto. The Lead Retail Agent and each applicable Co-Agent will share such commission in such proportions as they may agree.