Common use of Agreements of the Underwriters Clause in Contracts

Agreements of the Underwriters. (a) Each Underwriter understands that no action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the Shares or the possession, circulation or distribution of the Prospectus or any amendment or supplement thereto or any other material relating to the Company or the Shares in any jurisdiction where action for that purpose is required. Accordingly, each Underwriter agrees, on a several basis, that it will not offer or sell, directly or indirectly, the Shares, nor will it distribute or publish the Prospectus or any amendment or supplement thereto nor any other offering material or advertisements in connection with the Shares, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction. (b) Each Underwriter represents and agrees, on a several basis, that (i) it has not offered or sold and, for a period of six months following consummation of the Offering, will not offer or sell any shares of Common Stock to persons in the United Kingdom, except to a person whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 0000 xxxh respect to anything done by it in relation to the Common Stock in, from or otherwise involving the United Kingdom; and (iii) it has only issued or passed on and will only issue or pass on to any person in the United Kingdom any document received by it in connection with the issuance of Common Stock if that person is of a kind described in Article 11(3) of the Financial Services Act 0000 (Xxvestment Advertisements) (Exemptions) Order 1996, as amended, or is a person to whom such document may otherwise lawfully be issued or passed on.

Agreements of the Underwriters. (a) A. The several Underwriters agree with the Company that upon the execution of the Pricing Agreement and authorization by the Underwriters of the release of the Offered Certificates of the related Series, the Underwriters shall offer such Offered Certificates for sale upon the terms and conditions set forth in the prospectus as amended or supplemented. B. Each Underwriter understands that no action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the Shares or the possession, circulation or distribution of the Prospectus or any amendment or supplement thereto or any other material relating to the Company or the Shares in any jurisdiction where action for that purpose is required. Accordingly, each Underwriter agrees, on a several basis, that it will not offer or sell, directly or indirectly, the Shares, nor will it distribute or publish the Prospectus or any amendment or supplement thereto nor any other offering material or advertisements in connection with the Shares, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction. (b) Each Underwriter severally represents and agrees, on a several basis, that agrees that: (i) it has not offered or sold and, for a period of six months following consummation of the Offering, and will not offer or sell sell, prior to the date six months after their date of issuance, any shares of Common Stock Offered Certificates to persons in the United Kingdom, except to a person persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; ; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 0000 xxxh of 1986 with respect to anything done by it in relation to the Common Stock Offered Certificates in, from or otherwise involving the United Kingdom; and ; (iii) it has only issued or passed on and will only issue or pass on to any person in the United Kingdom any document received by it in connection with the issuance of Common Stock the Offered Certificates only if that person is of a kind described in Article 11(3) of the Financial Services Act 0000 of 1986 (Xxvestment Investment Advertisements) (Exemptions) Order 1996, as amended1997, or such person is a person one to whom such the document may otherwise can lawfully be issued or passed on; (iv) no action has been or will be taken by such Underwriter that would result in a public offering of the Offered Certificates or distribution of the Prospectus or Prospectus Supplement or any Computational Materials or any other offering material in relation to the Offered Certificates in any non-U.S. jurisdiction where action for that purpose is required unless the Company has agreed to such actions and such actions have been taken; and (v) it understands that, in connection with the issuance, offer and sale of the Offered Certificates and with the distribution of the Prospectus or Prospectus Supplement or any Computational Materials or any other offering material in relation to the Offered Certificates in, to or from any non-U.S. jurisdiction, the Company has not taken and will not take any action, and such Underwriter will not offer, sell or deliver any Offered Certificates or distribute the Prospectus or Prospectus Supplement or any Computational Materials or any other offering material relating to the Offered Certificates in, to or from any non-U.S. jurisdiction except under circumstances which will result in compliance with applicable laws and regulations and which will not impose any liability, obligation or responsibility on the Company or the other Underwriters.

Agreements of the Underwriters. (a) The several Underwriters agree with the Transferor that upon the execution of the Pricing Agreement and authorization by the Underwriters of the release of the Bonds of the related Series, the Underwriters shall offer such Bonds for sale upon the terms and conditions set forth in the prospectus as amended or supplemented. Each Underwriter understands that no action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the Shares or the possession, circulation or distribution of the Prospectus or any amendment or supplement thereto or any other material relating to the Company or the Shares in any jurisdiction where action for that purpose is required. Accordingly, each Underwriter agrees, on a several basis, that it will not offer or sell, directly or indirectly, the Shares, nor will it distribute or publish the Prospectus or any amendment or supplement thereto nor any other offering material or advertisements in connection with the Shares, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction. (b) Each Underwriter severally represents and agrees, on a several basis, that agrees that: (i) it has not offered or sold and, for a period of six months following consummation of the Offering, and will not offer or sell sell, prior to the date six months after their date of issuance, any shares of Common Stock Bonds to persons in the United Kingdom, except to a person persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; ; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 0000 xxxh of 1986 with respect to anything done by it in relation to the Common Stock Bonds in, from or otherwise involving the United Kingdom; and ; (iii) it has only issued or passed on and will only issue or pass on to any person in the United Kingdom any document received by it in connection with the issuance of Common Stock the Bonds only if that person is of a kind described in Article 11(3) of the Financial Services Act 0000 of 1986 (Xxvestment Investment Advertisements) (Exemptions) Order 1996, as amended, 1997 or such person is a person one to whom such the document may otherwise can lawfully be issued or passed on; (iv) no action has been or will be taken by such Underwriter that would permit a public offering of the Bonds or distribution of the Prospectus or Prospectus Supplement or any Computational Materials or any other offering material in relation to the Bonds in any non-U.S. jurisdiction where action for that purpose is required unless the Transferor has agreed to such actions and such actions have been taken; and (v) it understands that, in connection with the issuance, offer and sale of the Bonds and with the distribution of the Prospectus or Prospectus Supplement or any Computational Materials or any other offering material in relation to the Bonds in, to or from any non-U.S. jurisdiction, the Transferor has not taken and will not take any action, and such Underwriter will not offer, sell or deliver any Bonds or distribute the Prospectus or Prospectus Supplement or any Computational Materials or any other offering material relating to the Bonds in, to or from any non-U.S. jurisdiction except under circumstances which will result in compliance with applicable laws and regulations and which will not impose any liability, obligation or responsibility on the Transferor or the other Underwriters.

Agreements of the Underwriters. (a) A. The several Underwriters agree with the Company that upon the execution of the Pricing Agreement and authorization by the Underwriters of the release of the Offered Certificates of the related Series, the Underwriters shall offer such Offered Certificates for sale upon the terms and conditions set forth in the prospectus as amended or supplemented. B. Each Underwriter understands that no action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the Shares or the possession, circulation or distribution of the Prospectus or any amendment or supplement thereto or any other material relating to the Company or the Shares in any jurisdiction where action for that purpose is required. Accordingly, each Underwriter agrees, on a several basis, that it will not offer or sell, directly or indirectly, the Shares, nor will it distribute or publish the Prospectus or any amendment or supplement thereto nor any other offering material or advertisements in connection with the Shares, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction. (b) Each Underwriter severally represents and agrees, on a several basis, that agrees that: (i) it has not offered or sold and, for a period of six months following consummation of the Offering, and will not offer or sell sell, prior to the date six months after their date of issuance, any shares of Common Stock Offered Certificates to persons in the United Kingdom, except to a person persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; ; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 0000 xxxh of 1986 with respect to anything done by it in relation to the Common Stock Offered Certificates in, from or otherwise involving the United Kingdom; and ; (iii) it has only issued or passed on and will only issue or pass on to any person in the United Kingdom any document received by it in connection with the issuance of Common Stock the Offered Certificates only if that person is of a kind described in Article 11(3) of the Financial Services Act 0000 of 1986 (Xxvestment Investment Advertisements) (ExemptionsExceptions) Order 1996, as amended1997, or such person is a person one to whom such the document may otherwise can lawfully be issued or passed on; (iv) no action has been or will be taken by such Underwriter that would permit a public offering of the Offered Certificates or distribution of the Prospectus or Prospectus Supplement or any Computational Materials or any other offering material in relation to the Offered Certificates in any non-U.S. jurisdiction where action for that purpose is required unless the Company has agreed to such actions and such actions have been taken; and (v) it understands that, in connection with the issuance, offer and sale of the Offered Certificates and with the distribution of the Prospectus or Prospectus Supplement or any Computational Materials or any other offering material in relation to the Offered Certificates in, to or from any non-U.S. jurisdiction, the Company has not taken and will not take any action, and such Underwriter will not offer, sell or deliver any Offered Certificates or distribute the Prospectus or Prospectus Supplement or any Computational Materials or any other offering material relating to the Offered Certificates in, to or from any non-U.S. jurisdiction except under circumstances which will result in compliance with applicable laws and regulations and which will not impose any liability, obligation or responsibility on the Company or the other Underwriters.

Agreements of the Underwriters. (a) A. The several Underwriters agree with the Company that upon the execution of the Pricing Agreement and authorization by the Underwriters of the release of the Class A Certificates of the related Series, the Underwriters shall offer such Class A Certificates for sale upon the terms and conditions set forth in the prospectus as amended or supplemented. B. Each Underwriter understands that no action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the Shares or the possession, circulation or distribution of the Prospectus or any amendment or supplement thereto or any other material relating to the Company or the Shares in any jurisdiction where action for that purpose is required. Accordingly, each Underwriter agrees, on a several basis, that it will not offer or sell, directly or indirectly, the Shares, nor will it distribute or publish the Prospectus or any amendment or supplement thereto nor any other offering material or advertisements in connection with the Shares, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction. (b) Each Underwriter severally represents and agrees, on a several basis, that agrees that: (i) it has not offered or sold and, for a period of six months following consummation of the Offering, and will not offer or sell sell, prior to the date six months after their date of issuance, any shares of Common Stock Class A Certificates to persons in the United Kingdom, except to a person persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; ; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 0000 xxxh of 1986 with respect to anything done by it in relation to the Common Stock Class A Certificates in, from or otherwise involving the United Kingdom; and ; (iii) it has only issued or passed on and will only issue or pass on to any person in the United Kingdom any document received by it in connection with the issuance of Common Stock the Class A Certificates only if that person is of a kind described in Article 11(3) of the Financial Services Act 0000 of 1986 (Xxvestment Investment Advertisements) (ExemptionsExceptions) Order 19961995, as amended, or such person is a person one to whom such the document may otherwise can lawfully be issued or passed on.; (iv) no action has been or will be taken by such Underwriter that would permit a public offering of the Class A Certificates or distribution

Agreements of the Underwriters. (a) A. The several Underwriters agree with the Company that upon the execution of the Pricing Agreement and authorization by the Underwriters of the release of the Offered Certificates of the related Series, the Underwriters shall offer such Offered Certificates for sale upon the terms and conditions set forth in the prospectus as amended or supplemented. B. Each Underwriter understands that no action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the Shares or the possession, circulation or distribution of the Prospectus or any amendment or supplement thereto or any other material relating to the Company or the Shares in any jurisdiction where action for that purpose is required. Accordingly, each Underwriter agrees, on a several basis, that it will not offer or sell, directly or indirectly, the Shares, nor will it distribute or publish the Prospectus or any amendment or supplement thereto nor any other offering material or advertisements in connection with the Shares, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction. (b) Each Underwriter severally represents and agrees, on a several basis, that agrees that: (i) it has not offered or sold and, for a period of six months following consummation of the Offering, and will not offer or sell sell, prior to the date six months after their date of issuance, any shares of Common Stock Offered Certificates to persons in the United Kingdom, except to a person persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; ; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 0000 xxxh of 1986 with respect to anything done by it in relation to the Common Stock Offered Certificates in, from or otherwise involving the United Kingdom; and ; (iii) it has only issued or passed on and will only issue or pass on to any person in the United Kingdom any document received by it in connection with the issuance of Common Stock the Offered Certificates only if that person is of a kind described in Article 11(3) of the Financial Services Act 0000 of 1986 (Xxvestment Investment Advertisements) (Exemptions) Order 1996, as amended1997, or such person is a person one to whom such the document may otherwise can lawfully be issued or passed on.; 9 (iv) no action has been or will be taken by such Underwriter that would result in a public offering of the Offered Certificates or distribution of the Prospectus or Prospectus Supplement or any Computational Materials or any other offering material in relation to the Offered Certificates in any non-U.S. jurisdiction where action for that purpose is required unless the Company has agreed to such actions and such actions have been taken; and

Agreements of the Underwriters. (a) A. The several Underwriters agree with the Company that upon the execution of the Pricing Agreement and authorization by the Underwriters of the release of the Offered Certificates of the related Series, the Underwriters shall offer such Offered Certificates for sale upon the terms and conditions set forth in the prospectus as amended or supplemented. B. Each Underwriter understands that no action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the Shares or the possession, circulation or distribution of the Prospectus or any amendment or supplement thereto or any other material relating to the Company or the Shares in any jurisdiction where action for that purpose is required. Accordingly, each Underwriter agrees, on a several basis, that it will not offer or sell, directly or indirectly, the Shares, nor will it distribute or publish the Prospectus or any amendment or supplement thereto nor any other offering material or advertisements in connection with the Shares, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction. (b) Each Underwriter severally represents and agrees, on a several basis, that agrees that: (i) it has not offered or sold and, for a period of six months following consummation of the Offering, and will not offer or sell sell, prior to the date six months after their date of issuance, any shares of Common Stock Offered Certificates to persons in the United Kingdom, except to a person persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; ; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 0000 xxxh of 1986 with respect to anything done by it in relation to the Common Stock Offered Certificates in, from or otherwise involving the United Kingdom; and ; (iii) it has only issued or passed on and will only issue or pass on to any person in the United Kingdom any document received by it in connection with the issuance of Common Stock the Offered Certificates only if that person is of a kind described in Article 11(3) of the Financial Services Act 0000 of 1986 (Xxvestment Investment Advertisements) (Exemptions) Order 1996, as amended1997, or such person is a person one to whom such the document may otherwise can lawfully be issued or passed on.; (iv) no action has been or will be taken by such Underwriter that would result in a public offering of the Offered Certificates or distribution of the Prospectus or Prospectus Supplement or any

Agreements of the Underwriters. (a) Each Underwriter understands A. The several Underwriters agree with the Company that no action has been or will be taken in any jurisdiction (except upon the execution of the Pricing Agreement and authorization by the Underwriters of the release of the Class A Certificates of the related Series, the Underwriters shall offer such Class A Certificates for sale upon the terms and conditions set forth in the United States) that would permit a public offering of the Shares Prospectus as amended or the possession, circulation or distribution of the Prospectus or any amendment or supplement thereto or any other material relating to the Company or the Shares in any jurisdiction where action for that purpose is required. Accordingly, each Underwriter agrees, on a several basis, that it will not offer or sell, directly or indirectly, the Shares, nor will it distribute or publish the Prospectus or any amendment or supplement thereto nor any other offering material or advertisements in connection with the Shares, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdictionsupplemented. (b) B. Each Underwriter represents and agrees, on a several basis, that agrees that: (i) it has not offered or sold and, for a period of six months following consummation of the Offering, and will not offer or sell sell, prior to the date six months after their date of issuance, any shares of Common Stock Class A Certificates to persons in the United Kingdom, except to a person persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; ; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 0000 xxxh of 1986 with respect to anything done by it in relation to the Common Stock Class A Certificates in, from or otherwise involving the United Kingdom; and ; (iii) it has only issued or passed on and will only issue or pass on to any person in the United Kingdom any document received by it in connection with the issuance of Common Stock the Class A Certificates only if that person is of a kind described in Article 11(3) of the Financial Services Act 0000 of 1986 (Xxvestment Investment Advertisements) (ExemptionsExceptions) Order 19961995, as amended, or such person is a person one to whom such the document may otherwise can lawfully be issued or passed on.; (iv) no action has been or will be taken by such Underwriter that would permit a public offering of the Class A Certificates or distribution of the Prospectus or Prospectus Supplement or any Computational Materials or any other offering material in relation to the Class A Certificates in any non-U.S. jurisdiction where action for that purpose is

Agreements of the Underwriters. (a) A. The several Underwriters agree with the Company that upon the execution of the Pricing Agreement and authorization by the Underwriters of the release of the Offered Certificates of the related Series, the Underwriters shall offer such Offered Certificates for sale upon the terms and conditions set forth in the prospectus as amended or supplemented. B. Each Underwriter understands that no action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the Shares or the possession, circulation or distribution of the Prospectus or any amendment or supplement thereto or any other material relating to the Company or the Shares in any jurisdiction where action for that purpose is required. Accordingly, each Underwriter agrees, on a several basis, that it will not offer or sell, directly or indirectly, the Shares, nor will it distribute or publish the Prospectus or any amendment or supplement thereto nor any other offering material or advertisements in connection with the Shares, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction. (b) Each Underwriter severally represents and agrees, on a several basis, that agrees that: (i) it has not offered or sold and, for a period of six months following consummation of the Offering, and will not offer or sell sell, prior to the date six months after their date of issuance, any shares of Common Stock Offered Certificates to persons in the United Kingdom, except to a person persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; ; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 0000 xxxh of 1986 with respect to anything done by it in relation to the Common Stock Offered Certificates in, from or otherwise involving the United Kingdom; and ; (iii) it has only issued or passed on and will only issue or pass on to any person in the United Kingdom any document received by it in connection with the issuance of Common Stock the Offered Certificates only if that person is of a kind described in Article 11(3) of the Financial Services Act 0000 of 1986 (Xxvestment Investment Advertisements) (ExemptionsExceptions) Order 1996, as amended1997, or such person is a person one to whom such the document may otherwise can lawfully be issued or passed on; (iv) no action has been or will be taken by such Underwriter that would result in a public offering of the Offered Certificates or distribution of the Prospectus or Prospectus Supplement or any 9 Computational Materials or any other offering material in relation to the Offered Certificates in any non-U.S. jurisdiction where action for that purpose is required unless the Company has agreed to such actions and such actions have been taken; and (v) it understands that, in connection with the issuance, offer and sale of the Offered Certificates and with the distribution of the Prospectus or Prospectus Supplement or any Computational Materials or any other offering material in relation to the Offered Certificates in, to or from any non-U.S. jurisdiction, the Company has not taken and will not take any action, and such Underwriter will not offer, sell or deliver any Offered Certificates or distribute the Prospectus or Prospectus Supplement or any Computational Materials or any other offering material relating to the Offered Certificates in, to or from any non-U.S. jurisdiction except under circumstances which will result in compliance with applicable laws and regulations and which will not impose any liability, obligation or responsibility on the Company or the other Underwriters.