Common use of Authorization and Validity of this Agreement, the Indenture and the Notes Clause in Contracts

Authorization and Validity of this Agreement, the Indenture and the Notes. This Agreement has been duly authorized and, upon execution and delivery by the Underwriter, will be a valid and binding agreement of the Company; the Notes have been duly authorized and, when the Notes are issued, authenticated and delivered pursuant to the provisions of this Agreement and the Indenture against the payment of the consideration therefor specified in this Agreement, the Notes will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally, or by general equity principles, and except further as enforcement thereof may be limited by governmental authority to limit, delay or prohibit the making of payments outside the United States; the Indenture has been duly authorized and is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally, or by general equity principles, and except further as enforcement thereof may be limited by governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes will conform in all material respects to all statements relating thereto contained in the Final Prospectus and the Disclosure Package; and the Notes will be entitled to the benefits provided by the Indenture.

Authorization and Validity of this Agreement, the Indenture and the Notes. This Agreement has been duly authorized and, upon execution and delivery by the UnderwriterRepresentative, will be a valid and binding agreement of the Company; the Notes have been duly authorized and, when the Notes are issued, authenticated and delivered pursuant to the provisions of this Agreement and the Indenture against the payment of the consideration therefor specified in this Agreement, the Notes will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally, or by general equity principles, and except further as enforcement thereof may be limited by governmental authority to limit, delay or prohibit the making of payments outside the United States; the Indenture has been duly authorized and is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally, or by general equity principles, and except further as enforcement thereof may be limited by governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes will conform in all material respects to all statements relating thereto contained in the Final Prospectus and the Disclosure Package; and the Notes will be entitled to the benefits provided by the Indenture.

Authorization and Validity of this Agreement, the Indenture and the Notes. This Agreement has been duly authorized and, upon execution and delivery by the Underwritereach Agent, will be a valid and binding agreement of the Company; when the terms of a particular tranche of the Notes to be issued to an Agent as principal have been established in accordance with the Indenture, the related Terms Agreement, if any, will have been duly authorized and, when upon execution and delivery by the Notes are issuedapplicable Agent, authenticated and delivered pursuant to the provisions of this Agreement and the Indenture against the payment of the consideration therefor specified in this Agreement, the Notes will constitute be a valid and binding obligations agreement of the Company enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally, or by general equity principles, and except further as enforcement thereof may be limited by governmental authority to limit, delay or prohibit the making of payments outside the United StatesCompany; the Indenture has been duly authorized and is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally, or by general equity principles, and except further as enforcement thereof may be limited by (A) requirements that a claim with respect to any Notes denominated other than in U.S. dollars (or a foreign currency or foreign currency unit judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) governmental authority to limit, delay or prohibit the making of payments in foreign currency or currency units or payments outside the United States; the establishment of the Medium-Term Note Program, Series K, of the Company has been duly authorized; when the terms of a particular tranche of Notes have been established in accordance with the Indenture, and such Notes are issued, authenticated and delivered pursuant to the provisions of this Agreement and the Indenture against payment of the consideration therefor specified in the applicable Disclosure Package, the Notes will have been duly authorized, executed and delivered and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally or by general equity principles, and except further as enforcement thereof may be limited by (i) requirements that a claim with respect to any Notes denominated other than in U.S. dollars (or a foreign currency or currency unit judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (ii) governmental authority to limit, delay or prohibit the making of payments in foreign currency or currency units or payments outside the United States; the Indenture will be substantially in the form heretofore delivered to each Agent and the Indenture and the Notes will conform in all material respects to all statements relating thereto contained in the Final applicable Prospectus and the applicable Disclosure Package; and the Notes will be entitled to the benefits provided by the Indenture.

Authorization and Validity of this Agreement, the Indenture and the Notes. This The execution and delivery of this Agreement has and the consummation of the transactions contemplated herein have been duly authorized and, upon execution and delivery by the UnderwriterCompany; the Indenture has been, and each supplement thereto, if any, at such time and the supplement thereto or officers' certificate setting forth the terms of the Notes (the Indenture, as so supplemented by each such supplement or officers' certificate, being herein referred to as the "Designated Indenture") will have been, duly authorized by the Company; the Designated Indenture, when duly executed and delivered by the Company and the Trustee, will be constitute a valid and legally binding agreement of the Company; the Notes have been duly authorized and, when the Notes are issued, authenticated and delivered pursuant to the provisions of this Agreement and the Indenture against the payment of the consideration therefor specified in this Agreement, the Notes will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their its terms, except as to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting enforcement of creditors’ ' rights generally, or by general equity principles, generally and except further as enforcement thereof may be limited by governmental authority is subject to limit, delay general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or prohibit the making of payments outside the United Statesat law); the Indenture has Notes have been duly and validly authorized for issuance, offer and is a sale pursuant to this Agreement and, when executed, authenticated and issued pursuant to the provisions of the Designated Indenture and this Agreement against payment of the consideration therefor, will constitute valid and legally binding obligation obligations of the Company enforceable against the Company in accordance with its their terms, except as to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting enforcement of creditors’ ' rights generally, except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or by general equity principles, at law) and except further as enforcement thereof may be limited by (i) requirements that a claim with respect to any Notes payable other than in U.S. dollars (or a foreign currency or currency unit judgment in respect of such claim) be converted into U.S. dollars at a rate or exchange prevailing on a date determined pursuant to applicable law or (ii) governmental authority to limitomit, delay or prohibit the making of payments outside the United States; the Notes and the Designated Indenture will be substantially in the form heretofore delivered to the Agents and conform in all material respects to all statements relating thereto the descriptions thereof contained in the Final Prospectus and the Disclosure PackageProspectus; and the Notes will be entitled to the benefits provided by the relevant Designated Indenture.

Authorization and Validity of this Agreement, the Indenture and the Notes. This Agreement has been duly authorized and, upon execution and delivery by the Underwritereach Agent, will be a valid and binding agreement of the Company; when the terms of a particular tranche of the Notes to be issued to an Agent as principal have been established in accordance with the Indenture, the related Terms Agreement, if any, will have been duly authorized and, when upon execution and delivery by the Notes are issuedapplicable Agent, authenticated and delivered pursuant to the provisions of this Agreement and the Indenture against the payment of the consideration therefor specified in this Agreement, the Notes will constitute be a valid and binding obligations agreement of the Company enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally, or by general equity principles, and except further as enforcement thereof may be limited by governmental authority to limit, delay or prohibit the making of payments outside the United StatesCompany; the Indenture has been duly authorized and is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally, or by general equity principles, and except further as enforcement thereof may be limited by (A) requirements that a claim with respect to any Notes denominated other than in U.S. dollars (or a foreign currency or foreign currency unit judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) governmental authority to limit, delay or prohibit the making of payments in foreign currency or currency units or payments outside the United States; the establishment and continuation of the Medium-Term Note Program, Series T, of the Company has been duly authorized; when the terms of a particular tranche of Notes have been established in accordance with the Indenture, and such Notes are issued, authenticated and delivered pursuant to the provisions of this Agreement and the Indenture against payment of the consideration therefor specified in the applicable Disclosure Package, the Notes will have been duly authorized, executed and delivered and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally or by general equity principles, and except further as enforcement thereof may be limited by (i) requirements that a claim with respect to any Notes denominated other than in U.S. dollars (or a foreign currency or currency unit judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (ii) governmental authority to limit, delay or prohibit the making of payments in foreign currency or currency units or payments outside the United States; the Indenture will be substantially in the form heretofore delivered to each Agent and the Indenture and the Notes will conform in all material respects to all statements relating thereto contained in the Final applicable Prospectus and the applicable Disclosure Package; and the Notes will be entitled to the benefits provided by the Indenture.

Authorization and Validity of this Agreement, the Indenture and the Notes. This Agreement has been duly authorized, executed and delivered by the Company; the Indenture has been duly authorized and executed by the Company and, upon due authorization, execution and delivery by the UnderwriterIndenture Trustee, will be a valid and legally binding agreement of the CompanyCompany enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally or by general equity principles; the Indenture has been duly qualified under the 1939 Act; the Notes have been duly authorized for issuance and sale pursuant to this Agreement and, when executed by the Notes are issued, Company and authenticated and delivered pursuant to the provisions of this Agreement and the Indenture against the payment of the consideration therefor specified in this the Prospectus or pursuant to any Terms Agreement, the Notes will constitute be valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other laws relating to or affecting enforcement of creditors’ rights generally, generally or by general equity principles, and except further as enforcement thereof may will be limited by governmental authority entitled to limit, delay or prohibit the making benefit of payments outside the United StatesIndenture; and the Notes and the Indenture has been duly authorized will be substantially in the form heretofore delivered to the Agents and is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally, or by general equity principles, and except further as enforcement thereof may be limited by governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes will conform in all material respects to all statements relating thereto thereto, contained in the Final Prospectus and Registration Statement, the General Disclosure Package; and Package or the Notes will be entitled to the benefits provided by the IndentureProspectus.

Authorization and Validity of this Agreement, the Indenture and the Notes. This Agreement has been duly authorized authorized, executed and delivered by the Company and, upon execution and delivery by the UnderwriterAgents, will be a valid and legally binding agreement of the Company; the Indenture has been duly authorized, executed and delivered by the Company and is a valid and legally binding obligation of the Company enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors or by general equity principles; the Notes have been duly and validly authorized for issuance, offer and sale pursuant to this Agreement and, when the Notes are issued, authenticated and delivered pursuant to the provisions of this Agreement and the Indenture against the payment of the consideration therefor specified in the Prospectus or agreed upon pursuant to the provisions of this Agreement, the Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement the rights of creditors’ rights generally, creditors or by general equity principles, and except further as enforcement thereof may be limited by governmental authority to limit, delay or prohibit the making of payments outside the United States; the Indenture has been duly authorized and is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally, or by general equity principles, and except further as enforcement thereof may be limited by governmental authority to limit, delay or prohibit the making of payments outside the United States; the Notes will be substantially in the form heretofore delivered to the Agents and conform in all material respects to all statements relating thereto contained in the Final Prospectus General Disclosure Package and the Disclosure PackageProspectus; and the each holder of Notes will be entitled to the benefits provided by of the Indenture.