Common use of Terms Agreement Clause in Contracts

Terms Agreement. Each sale of Notes shall be made in accordance with the terms of this Agreement, the Procedures and a separate agreement substantially in one of the forms attached as Exhibit C or such other form as may be agreed upon by the Company and the Purchasing Agent (a “Terms Agreement”) to be entered into which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, the Purchasing Agent as principal. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchasing Agent. The offering of Notes by the Company hereunder and the Purchasing Agent’s agreement to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall describe the Notes to be purchased pursuant thereto by the Purchasing Agent as principal, and may specify, among other things, the principal amount of Notes to be purchased, the interest rate or formula and maturity date or dates of such Notes, the interest payment dates, if any, the net proceeds to the Company, the initial public offering price at which the Notes are proposed to be reoffered, and the date and place of delivery of and payment for such Notes (the “Settlement Date”), whether the Notes provide for a Survivor’s Option, whether the Notes are redeemable or repayable and on what terms and conditions, and any other relevant terms. In connection with the resale of the Notes purchased, without the consent of the Company, the Agents are not authorized to appoint subagents or to engage the service of any other broker or dealer, nor may you reallow any portion of the Concession paid to you. Terms Agreements, each of which shall be substantially in one of the forms attached as Exhibit C or such other form as may be agreed upon by the Company and the Purchasing Agent, may take the form of an exchange of any standard form of written telecommunication between the Purchasing Agent and the Company.

Terms Agreement. Each sale of Notes the Units to a Manager shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, the Procedures and a separate agreement substantially in one of the forms attached as Exhibit C or such other form as may be agreed upon by the Company and the Purchasing Agent (a “Terms Agreement”) to be entered into which will provide for the sale of such Notes Units to, and the purchase and reoffering thereof by, the Purchasing Agent as principalsuch Manager. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Units by the Purchasing Agentsuch Manager. The offering commitment of Notes by the Company hereunder and the Purchasing Agent’s agreement such Manager to purchase Notes the Units pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, representations and warranties and agreements of the Company Partnership herein contained contained, but modified in the manner described in Section 3(a)(viii) hereof, and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall describe specify the Notes number of the Units to be purchased by such Manager pursuant thereto by thereto, the Purchasing Agent as principalprice to be paid to the Partnership for such Units, any provisions relating to rights of, and may specifydefault by, among other things, underwriters acting together with such Manager in the principal amount reoffering of Notes to be purchased, the interest rate or formula and maturity date or dates of such Notes, the interest payment dates, if any, the net proceeds to the Company, the initial public offering price at which the Notes are proposed to be reofferedUnits, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Notes (the “Settlement Date”)Units. Such Terms Agreement shall also specify any requirements for opinions of counsel, whether the Notes provide for a Survivor’s Option, whether the Notes are redeemable or repayable accountants’ letters and on what terms and conditions, officers’ certificates pursuant to Section 6 of this Agreement and any other relevant termsinformation or documents required by such Manager. In connection with For the resale avoidance of doubt, if the Notes purchased, without Partnership engages a Manager for a sale of Units other than as set forth in Section 3(a) and 3(b) hereof or if such sale would constitute a “distribution” within the consent meaning of Rule 100 of Regulation M under the CompanyExchange Act or a “block” within the meaning of Rule 10b-18(a)(5) under the Exchange Act, the Agents are not authorized Partnership will provide the Manager, at the Manager’s request and upon reasonable advance notice to appoint subagents the Partnership, on or prior to engage the service Settlement Date the opinions of any other broker or dealercounsel, nor may you reallow any portion of the Concession paid accountants’ letters and officer’s certificates pursuant to you. Terms AgreementsSection 6 hereof, each of which shall be substantially in one of dated the forms attached as Exhibit C or Settlement Date, and such other form documents and information as may be agreed upon by the Company Manager shall reasonably request, and the Purchasing Agent, may take the form of an exchange of any standard form of written telecommunication between the Purchasing Agent Partnership and the CompanyManager will agree to compensation with respect to such transaction.

Terms Agreement. Each sale of Notes shall be made in accordance with the terms of this Agreement, the Procedures Agreement and a separate agreement substantially in one of the forms attached hereto as Exhibit C B or such other form as may be agreed upon by the Company Company, the Guarantor and the Purchasing Agent (a “Terms Agreement”) to be entered into which will provide for the sale of such Notes to, and the purchase and reoffering thereof bythereof, by the Purchasing Agent as principal. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchasing Agent. The offering of Notes by the Company hereunder and the Purchasing Agent’s agreement to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company and the Guarantor herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall describe the Notes to be purchased pursuant thereto by the Purchasing Agent as principal, and may specify, among other things, the principal amount of Notes to be purchased, the interest rate or formula and maturity date or dates of such Notes, the interest payment dates, if any, the net proceeds to the Company, the initial public offering price at which the Notes are proposed to be reoffered, and the date time and place of delivery of and payment for such Notes (the “Settlement Date”), whether the Notes provide for any right of the personal representative of a noteholder to redeem Notes prior to their maturity date upon the death of the noteholder (a “Survivor’s Option”), whether the Notes are redeemable or repayable and on what terms and conditions, and any other relevant terms. In connection with the resale of the Notes purchased, without the consent of the Company, the Agents are not authorized to appoint subagents or to engage the service of any other broker or dealer, nor may you reallow any portion of the Concession paid to you. Terms Agreements, each of which shall be substantially in one of the forms attached hereto as Exhibit C B or such other form as may be agreed upon by the Company Company, the Guarantor and the Purchasing Agent, may take the form of an exchange of any standard form of written telecommunication between among the Company, the Guarantor and the Purchasing Agent and the CompanyAgent.

Terms Agreement. Each sale of Notes directly to the Purchasing Agent as principal for resale to others shall be made in accordance with the terms of this Agreement, the Procedures and a separate agreement substantially in one of the forms form attached as Exhibit C or such other form as may be agreed upon by the Company and the Purchasing Agent (a “Terms Agreement”) to be entered into which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, the Purchasing Agent as principalAgent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchasing Agent. The offering of Notes by the Company hereunder and the Purchasing Agent’s agreement to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall describe the Notes to be purchased pursuant thereto by the Purchasing Agent as principalAgent, and may specify, among other things, the principal amount of Notes to be purchased, the interest rate or formula and maturity date or dates of such Notes, the interest payment dates, if any, the net proceeds to the Company, the initial public offering price at which the Notes are proposed to be reoffered, and the date and place of delivery of and payment for such Notes (the “Settlement Date”), whether the Notes provide for a Survivor’s Option, whether the Notes are redeemable or repayable and on what terms and conditions, and any other relevant terms. In connection with the resale of the Notes purchased, without the consent of the Company, the Agents are Purchasing Agent is not authorized to appoint subagents or to engage the service of any other broker or dealer, nor may you reallow any portion of the Concession paid to you. Terms Agreements, each of which shall be substantially in one of the forms attached as Exhibit C or such other form as may be agreed upon by the Company and the Purchasing Agent, Agreements may take the form of an exchange of any standard form of written telecommunication between the Purchasing Agent and the Company.

Terms Agreement. Each sale of Notes shall be made in accordance with the terms of this Agreement, the Procedures Agreement and a separate agreement substantially in one of the forms attached as Exhibit C or such other form as may be agreed upon by the Company and the Purchasing Agent (a “"Terms Agreement”") to be entered into which will provide for the sale of such Notes to, and the purchase and reoffering thereof bythereof, by the Purchasing Agent as principalprincipal (which may be substantially in the form of Exhibit C attached hereto or which may be an oral agreement confirmed by an exchange of a standard form of a written confirmation between an Agent and the Company). A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchasing Agent. The offering of Notes by the Company hereunder and the Purchasing Agent’s 's agreement to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement (whether pursuant to a Terms Agreement substantially in the form of Exhibit C attached hereto or a written confirmation as described above) shall describe the Notes to be purchased pursuant thereto by the Purchasing Agent as principal, and may specify, among other things, the principal amount of Notes to be purchased, the interest rate or formula and maturity date or dates of such Notes, the interest payment dates, if any, the net proceeds to the Company, the initial public offering price at which the Notes are proposed to be reoffered, and the date time and place of delivery of and payment for such Notes (the “"Settlement Date”"), whether the Notes provide for a Survivor’s Option, whether the Notes are redeemable or repayable and on what terms and conditions, and any other relevant terms. In connection with the resale of the Notes purchased, without the consent of the Company, the Agents are not authorized to appoint subagents or to engage the service of any other broker or dealer, nor may you reallow any portion of the Concession paid to you. Terms Agreements, each of which shall be substantially in one of the forms attached as Exhibit C or such other form as may be agreed upon by the Company and the Purchasing Agent, may take the form of an exchange of any standard form of written telecommunication between the Purchasing Agent and the Company.provide

Terms Agreement. Each sale of Notes shall be made in accordance with the terms of this Agreement, the Procedures Agreement and a separate agreement substantially in one of the forms attached as Exhibit C or such other form as may be agreed upon by the Company and the Purchasing Agent (a “Terms Agreement”) to be entered into which will provide for the sale of such Notes to, and the purchase and reoffering thereof bythereof, by the Purchasing Agent as principal. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchasing Agent. The offering of Notes by the Company hereunder and the Purchasing Agent’s agreement to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall describe the Notes to be purchased pursuant thereto by the Purchasing Agent as principal, and may specify, among other things, the principal amount of Notes to be purchased, the interest rate or formula and maturity date or dates of such Notes, the interest payment dates, if any, the net proceeds to the Company, the initial public offering price at which the Notes are proposed to be reoffered, and the date time and place of delivery of and payment for such Notes (the “Settlement Date”), whether the Notes provide for a Survivor’s Option, whether the Notes are redeemable or repayable and on what terms and conditions, and any other relevant terms. In connection with the resale of the Notes purchased, without the consent of the Company, the Agents are not authorized to appoint subagents or to engage the service of any other broker or dealer, nor may you reallow any portion of the Concession paid to you. Terms Agreements, each of which shall be substantially in one of the forms attached as Exhibit C or such other form as may be agreed upon by the Company and the Purchasing Agent, may take the form of an exchange of any standard form of written telecommunication between the Purchasing Agent and the Company.

Terms Agreement. Each sale of Notes directly to the Agent as principal for resale to others shall be made in accordance with the terms of this Agreement, the Procedures and a separate agreement substantially in one of the forms form attached as Exhibit C or such other form as may be agreed upon by the Company Issuers and the Purchasing Agent Representative (a “Terms Agreement”) to be entered into which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, the Purchasing Agent as principalAgent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchasing Agent. The offering of Notes by the Company Issuers hereunder and the Purchasing Agent’s agreement to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company Issuers herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall describe the Notes to be purchased pursuant thereto by the Purchasing Agent as principalAgent, and may specify, among other things, the principal amount of Notes to be purchased, the interest rate or formula and maturity date or dates of such Notes, the interest payment dates, if any, the net proceeds to the CompanyIssuers, the initial public offering price at which the Notes are proposed to be reoffered, and the date and place of delivery of and payment for such Notes (the “Settlement Date”), whether the Notes provide for a Survivor’s Option, whether the Notes are redeemable or repayable and on what terms and conditions, and any other relevant terms. In connection with the resale of the Notes purchased, without the consent of the CompanyIssuers, the Agents are Agent is not authorized to appoint subagents or to engage the service of any other broker or dealer, nor may you reallow any portion of the Concession paid to you. Terms Agreements, each of which shall be substantially in one of the forms attached as Exhibit C or such other form as may be agreed upon by the Company and the Purchasing Agent, Agreements may take the form of an exchange of any standard form of written telecommunication between the Purchasing Agent and the CompanyIssuers.

Terms Agreement. Each sale Terms Agreement shall describe (whether orally or in writing) the Notes to be purchased by the Purchaser pursuant thereto and shall specify the principal amounts of Notes shall be made in accordance with the terms of this Agreementsuch Notes, the Procedures aggregate principal amount of such Notes, the maturity date of such Notes, the rate at which interest will be paid on such Notes, the dates on which interest will be paid on such Notes and a separate agreement substantially in one the record date with respect to each such payment of interest, the Closing Date for the purchase of such Notes, the place of delivery of the forms attached as Exhibit C or such other form as may Notes and payment therefor, the method of payment, whether the Notes will be agreed upon by redeemable at the option of the Company or any holder thereof and whether the Purchasing Agent (delivery of opinions of counsel, certificates from the Company or its officers or a “Terms Agreement”letter from the Company's independent public accountants as described in Section 6(b) to will be entered into which will provide for the sale of required. Any such Notes to, and the purchase and reoffering thereof by, the Purchasing Agent as principal. A Terms Agreement may also specify certain provisions relating the period of time referred to in Section 4(m). Any written Terms Agreement may be in the reoffering of such Notes by the Purchasing Agent. form attached hereto as Exhibit A. The offering of Notes by the Company hereunder and the Purchasing Agent’s agreement Purchaser's commitment to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, representations and warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Delivery of the Notes sold to the Purchaser pursuant to a Terms Agreement shall describe be made not later than the Closing Date agreed to in such Terms Agreement, against payment of funds to the Company in the net amount due to the Company for such Notes by the method and in the form agreed to between the Company and the Purchaser. Unless otherwise agreed to between the Company and the Purchaser in a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased pursuant thereto by the Purchasing Agent as principal, and may specify, among other things, such Purchaser at a price equal to 100% of the principal amount of Notes to be purchased, the interest rate or formula and maturity date or dates of such Notes, the interest payment dates, if any, the net proceeds thereof less a percentage equal to the Company, the initial public offering price commission applicable to an agency sale of a Note of identical maturity and (ii) may be resold by such Purchaser at which the Notes are proposed varying prices from time to be reoffered, and the date and place of delivery of and payment for such Notes (the “Settlement Date”), whether the Notes provide for a Survivor’s Option, whether the Notes are redeemable or repayable and on what terms and conditions, and any other relevant termstime. In connection with the any resale of the Notes purchased, without the consent of the Company, the Agents are not authorized to appoint subagents a Purchaser may use a selling or to engage the service of any other broker or dealer, nor dealer group and may you reallow any portion of the Concession paid discount or commission payable pursuant hereto to you. Terms Agreements, each of which shall be substantially in one of the forms attached as Exhibit C dealers or such other form as may be agreed upon by the Company and the Purchasing Agent, may take the form of an exchange of any standard form of written telecommunication between the Purchasing Agent and the Companypurchasers.

Terms Agreement. Each sale of Notes Securities shall be made in accordance with the terms of this Agreement, the Procedures Agreement and a separate terms agreement substantially in one of the forms attached as Exhibit C or such other form as may to be agreed upon by the Company and the Purchasing Agent Representative with respect to each offering of a tranche or series of Securities (a “Terms Agreement”) to be entered into into, which will provide for the sale of such Notes Securities to, and the purchase and reoffering thereof bythereof, by the Purchasing Agent as principalapplicable Underwriter(s). A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Securities by the Purchasing Agentapplicable Underwriter(s). The offering of Notes Securities by the Company hereunder and the Purchasing Agent’s agreement of the applicable Underwriter(s) to purchase Notes Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company herein contained and in reliance of the Auction Services Agreement, and shall be subject to the terms and conditions herein set forthand therein. Each Terms Agreement shall describe the Notes Securities to be purchased pursuant thereto by the Purchasing Agent as principalapplicable Underwriter(s), and may specify, among other things, the principal amount of Notes or aggregate liquidation preference of shares of Preferred Stock to be purchased, the interest or dividend rate or formula and maturity date or dates of such NotesSecurities, the interest or dividend payment dates, if any, the net proceeds to the Company, the initial public offering price at which the Notes are proposed to be reoffered, and the date time and place of delivery of and payment for such Notes (the “Settlement Date”)Securities, whether the Notes provide for a Survivor’s Option, whether the Notes Securities are redeemable or repayable and on what terms and conditions, and any other relevant terms. In connection with the resale of the Notes Securities purchased, without the consent of the Company, the Agents applicable Underwriter(s) are not authorized to appoint subagents or and to engage the service of any other broker or dealerdealer as a Selected Dealer, nor may you and may, but are not required to, reallow any portion of the Concession compensation paid to youapplicable Underwriter(s). The Underwriters shall have no obligation hereunder to purchase any tranche or series of Securities, except pursuant to a Terms Agreements, each of which shall be substantially in one of the forms attached as Exhibit C or such other form as may be agreed upon Agreement executed and delivered by the Company and the Purchasing Agent, may take the form Representative with respect to such tranche or series of an exchange of any standard form of written telecommunication between the Purchasing Agent and the CompanySecurities.

Terms Agreement. Each sale Terms Agreement shall describe the Notes to be purchased by the Purchaser pursuant thereto and shall specify the principal amount of Notes shall be made in accordance with the terms of this Agreementeach such Note, the Procedures aggregate principal amount of all such Notes, the maturity date of such Notes, the rate at which interest will be paid on such Notes, the dates on which interest will be paid on such Notes and a separate agreement substantially in one the record 7 7 date with respect to each such payment of interest, the Closing Date for such Notes, the place of delivery of the forms attached as Exhibit C or such other form as may be agreed upon by Notes and payment therefor, the method of payment and any requirements for the delivery of opinions of counsel, certificates from the Company and or its officers or a letter from the Purchasing Agent (a “Terms Agreement”) to be entered into which will provide for the sale of Company's independent public accountants, as described in Section 6(b). Any such Notes to, and the purchase and reoffering thereof by, the Purchasing Agent as principal. A Terms Agreement may also specify certain provisions relating the period of time referred to in Section 4(m). Any written Terms Agreement may be in the reoffering of such Notes by the Purchasing Agent. form attached hereto as Exhibit B. The offering of Notes by the Company hereunder and the Purchasing Agent’s agreement Purchaser's commitment to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, representation and warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Delivery of the certificates for Notes sold to the Purchaser pursuant to a Terms Agreement shall describe be made not later than the Closing Date agreed to in such Terms Agreement, against payment of funds to the Company in the net amount due to the Company for such Notes by the method and in the form set forth in the Procedures unless otherwise agreed to between the Company and the Purchaser in such Terms Agreement. Unless otherwise agreed to between the Company and the Purchaser in a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased pursuant thereto by the Purchasing Agent as principal, and may specify, among other things, such Purchaser at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to an agency sale of Notes Note of identical maturity and (ii) may be resold by such Agent at varying prices from time to be purchased, the interest rate or formula and maturity date or dates of such Notes, the interest payment datestime or, if anyset forth in the applicable Terms Agreement and Pricing Supplement, the net proceeds to the Company, the initial at a fixed public offering price at which the Notes are proposed to be reoffered, and the date and place of delivery of and payment for such Notes (the “Settlement Date”), whether the Notes provide for a Survivor’s Option, whether the Notes are redeemable or repayable and on what terms and conditions, and any other relevant termsprice. In connection with the any resale of the Notes purchased, without the consent of the Company, the Agents are not authorized to appoint subagents a Purchaser may use a selling or to engage the service of any other broker or dealer, nor dealer group and may you reallow any portion of the Concession paid discount or commission payable pursuant hereto to you. Terms Agreements, each of which shall be substantially in one of the forms attached as Exhibit C dealers or such other form as may be agreed upon by the Company and the Purchasing Agent, may take the form of an exchange of any standard form of written telecommunication between the Purchasing Agent and the Companypurchasers.

Terms Agreement. Each sale of Notes shall be made in accordance with the terms of this Agreement, the Administrative Procedures and a separate agreement substantially in one of the forms attached as Exhibit C or such other form as may be agreed upon by the Company and the Purchasing Agent (a “Terms Agreement”) to be entered into which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, the Purchasing Agent as principal. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchasing Agent. The offering of Notes by the Company hereunder and the Purchasing Agent’s agreement to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall describe the Notes to be purchased pursuant thereto by the Purchasing Agent as principal, and may specify, among other things, the principal amount of Notes to be purchased, the interest rate or formula and maturity date or dates of such Notes, the interest payment dates, if any, the net proceeds to the Company, the initial public offering price at which the Notes are proposed to be reoffered, and the date and place of delivery of and payment for such Notes (the “Settlement Date”), whether the Notes provide for a Survivor’s Option, whether the Notes are redeemable or repayable and on what terms and conditions, and any other relevant terms. In connection with the resale of the Notes purchased, without the consent of the Company, the Agents are not authorized to appoint subagents or to engage the service of any other broker or dealer, nor may you reallow any portion of the Concession paid to you. Terms Agreements, each of which shall be substantially in one of the forms attached as Exhibit C or such other form as may be agreed upon by the Company and the Purchasing Agent, may take the form of an exchange of any standard form of written telecommunication between the Purchasing Agent and the Company.