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 each 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, upon execution and delivery by the applicable Agent, will be a valid and binding agreement of the Company; 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 P, 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 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 andauthorized, upon execution executed and delivery by each 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, upon execution and delivery delivered by the applicable Agent, will be a valid and binding agreement of the CompanyTrust; the Indenture has been duly authorized authorized, executed and is delivered by the Trust and constitutes a valid and legally binding obligation agreement of the Company Trust enforceable against the Company 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 enforcement of creditors’ ' rights generally, generally or by general equity principlesprinciples (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as enforcement thereof may be limited by (A1) requirements that a claim with respect to any Notes denominated payable other than in U.S. dollars (or a foreign currency or foreign composite 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 (B2) 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 P, of the Company has been duly authorized; when the terms of a particular tranche of Notes have been established in accordance with the Indentureduly authorized for issuance, offer and such Notes are sale pursuant to this Agreement and, when 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 Packagetherefor, the Notes will have been duly authorized, executed and delivered and will constitute valid and legally binding obligations of the Company Trust 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 of creditors’ ' rights generally or by general equity principlesprinciples (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as enforcement thereof may be limited by (i1) requirements that a claim with respect to any Notes denominated payable other than in U.S. dollars (or a foreign currency or composite currency unit judgment in respect of such claim) be converted into U.S. dollars at a rate of or exchange prevailing on a date determined pursuant to applicable law or (ii2) governmental authority to limit, delay or prohibit the making of payments in foreign currency or currency units or payments outside the United States; the Notes and the Indenture will be substantially in the form heretofore delivered to each Agent the Agents and the Indenture and the Notes will conform in all material respects to all statements relating thereto contained in the applicable Prospectus and the applicable Disclosure PackageProspectus; and the each holder of Notes will be entitled to the benefits provided by of the Indenture.

Authorization and Validity of this Agreement, the Indenture and the Notes. This Agreement has been duly authorized andauthorized, upon execution executed and delivery delivered by each Agent, will be a the Trust and constitutes the valid and legally binding agreement of the Company; when Trust enforceable against the terms of a particular tranche of the Notes to be issued to an Agent as principal have been established Trust in accordance with its terms, except to the Indentureextent that enforcement thereof may be limited by (i) bankruptcy, the related Terms Agreementinsolvency, if anyreorganization, will have been duly authorized and, upon execution moratorium or similar laws now or hereafter in effect relating to creditors' rights generally and delivery (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and except as rights to indemnity and contribution hereunder may be limited by the applicable Agent, will be a valid and binding agreement of the Companylaw; the Indenture has been duly authorized authorized, executed and is delivered by the Trust and constitutes a valid and legally binding obligation agreement of the Company Trust enforceable against the Company 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 enforcement of creditors’ ' rights generally, generally or by general equity principlesprinciples (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as enforcement thereof may be limited by (A1) requirements that a claim with respect to any Notes denominated payable other than in U.S. dollars (or a foreign currency or foreign composite 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 (B2) 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 P, of the Company has been duly authorized; when the terms of a particular tranche of Notes have been established in accordance with the Indentureduly authorized for issuance, offer and such Notes are sale pursuant to this Agreement and, when 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 Packagetherefor, the Notes will have been duly authorized, executed and delivered and will constitute valid and legally binding bind- ing obligations of the Company Trust 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 of creditors’ ' rights generally or by general equity principlesprinciples (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as enforcement thereof may be limited by (i1) requirements that a claim with respect to any Notes denominated payable other than in U.S. dollars (or a foreign currency or composite currency unit judgment in respect of such claim) be converted into U.S. dollars at a rate of or exchange prevailing on a date determined pursuant to applicable law or (ii2) governmental authority to limit, delay or prohibit the making of payments in foreign currency or currency units or payments outside the United States; the Notes and the Indenture will be substantially in the form heretofore delivered to each Agent the Agents and the Indenture and the Notes will conform in all material respects to all statements relating thereto contained in the applicable Prospectus and Prospectus; the applicable Disclosure PackageIndenture has been qualified under the 1939 Act; and the each holder of Notes will be entitled to the benefits provided by of 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 each 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, upon execution and delivery by the applicable Agent, will be a valid and binding agreement of the Company; 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-Medium- Term Note Program, Series PT, 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 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 andauthorized, upon execution executed and delivery delivered by each 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, upon execution and delivery by the applicable Agent, will be a valid and binding agreement of the Company; the Indenture has been duly authorized authorized, executed and is delivered by the Company; the Indenture constitutes a valid and legally binding obligation agreement of the Company enforceable against the Company in accordance with its the respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors’ ' rights generally, generally or by general equity principlesprinciples (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as enforcement thereof may be limited by (A1) requirements that a claim with respect to any Notes denominated payable other than in U.S. dollars (or a foreign currency or foreign composite 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 (B2) 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 P, of the Company has been duly authorized; when the terms of a particular tranche of Notes have been established in accordance with the Indentureduly authorized for issuance, offer and such Notes are sale pursuant to this Agreement and, when 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 Packagetherefor, 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 similar laws relating to or affecting enforcement of creditors’ ' rights generally or by general equity principlesprinciples (regardless of whether enforcement is considered in a proceeding in equity or at law), and except further as enforcement thereof may be limited by (i1) requirements that a claim with respect to any Notes denominated payable other than in U.S. dollars (or a foreign currency or composite 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 (ii2) 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 and each Agent and the Indenture and the Notes will conform in all material respects to all statements relating thereto contained in the applicable Prospectus and the applicable Disclosure Package; and holder of the Notes will be entitled to the benefits provided by of 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 each 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, upon execution and delivery by the applicable Agent, will be a valid and binding agreement of the Company; 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 PS, 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 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 and, upon The execution and delivery by each Agent, will be a valid of this Agreement and binding agreement the consummation 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 transactions contemplated herein have been duly authorized and, upon execution and delivery by the applicable Agent, will be a valid and binding agreement of the Company; the Indenture has been 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 is delivered by the Company and the Trustee, will constitute a valid and legally binding obligation agreement of the Company Company, enforceable against the Company in accordance with 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, generally or by general principles of equity principles, and except further as (regardless of whether enforcement thereof may be limited by (A) requirements that is considered in a claim with respect to any Notes denominated other than proceeding in U.S. dollars (equity 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 Stateslaw); the establishment of the Medium-Term Note Program, Series P, of the Company has been duly authorized; when the terms of a particular tranche of Notes have been established in accordance with the Indentureduly and validly authorized for issuance, offer and such Notes are issuedsale pursuant to this Agreement and, when executed, authenticated and delivered issued pursuant to the provisions of the Designated Indenture and this Agreement and the Indenture against payment of the consideration therefor specified in the applicable Disclosure Packagetherefor, 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 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 principles of equity principles, (regardless of whether enforcement is considered in a proceeding in equity or at law) and except further as enforcement thereof may be limited by (i) requirements that a claim with respect to any Notes denominated 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 of or exchange prevailing on a date determined pursuant to applicable law or (ii) governmental authority to limitomit, delay or prohibit the making of payments in foreign currency or currency units or payments outside the United States; the Notes and the Designated Indenture will be substantially in the form heretofore delivered to each Agent the Agents and the Indenture and the Notes will conform in all material respects to all statements relating thereto the descriptions thereof contained in the applicable Prospectus and the applicable Disclosure PackageProspectus; and the Notes will be entitled to the benefits provided by the relevant Designated Indenture.