Common use of Date of Settlement Clause in Contracts

Date of Settlement. All offers solicited by the Selling Agent or made by the Purchasing Agent and accepted by the Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company to the Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, in which case such instruction will be given by the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the Trustee, by 2:15 p.m., New York City time on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to acquire Securities. In the case of a sale of Certificated Securities to the Purchasing Agent, the Trustee, by 2:15 p.m., New York City time on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery of Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron Xxxxxx. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security.

Date of Settlement. All offers of Certificated Securities solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company GTE will be settled on a date (the "Settlement Date") which is the third business day Business Day after the date of acceptance of such offer, unless the Company GTE and the purchaser agree to settle settlement (a) on any other business day another Business Day after the acceptance of such offer or (b) with respect to an offer accepted by the Company GTE prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company GTE to the Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company GTE will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company GTE will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company GTE prior to 3:00 p.m., New York City time, on the business day prior to Business Day immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by the Company GTE of the offer to purchase Certificated Securities, Securities in which case such instruction will be given by the Company GTE by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company GTE in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company GTE shall not use any proceeds advanced by a Selling Agent to acquire Securitiessecurities. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery of Certificated Securities shall be made as follows: (i) if immediately available funds to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron Xxxxxx. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent promptly will notify the Trustee and the Company thereof by telephone (confirmed GTE in writing) or by facsimile transmission or other acceptable written means. The Selling Agent immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss issue price of the use of funds during Certificated Securities less the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated SecurityPurchasing Agent's discount.

Date of Settlement. All offers of Certificated Securities solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company will be settled on a date (the "Settlement Date") which is the third business day Business Day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle settlement (a) on any other business day Business Day after the date of acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company to the Trustee for Preparation of Certificated Securities: ------------------------------------------------------------------------------- After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, on the business day prior to Business Day immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, Securities in which case such instruction will be given by the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of ----------------------------------------------------------------------------- Payment Therefor: ----------------- The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to acquire Securitiessecurities. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for less the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron XxxxxxPurchasing Agent's discount. Failure of a Purchaser to Pay the Selling Agent: ------------------------------------------ If a purchaser (other than the a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security.. ANNEX III Accountants' Letter Pursuant to Section 4(j) and Section 6(d), as the case may be, of the Distribution Agreement, the Company's independent certified public accountants shall furnish letters to the effect that:

Date of Settlement. All offers of Certificated Securities solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle settlement (a) on any other another business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company to the Trustee or Warrant Agent for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee or Warrant Agent by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee or Warrant Agent by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, on the business day prior to immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, Securities in which case such instruction will be given by the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee or Warrant Agent and Receipt of Payment Therefor: The Trustee or Warrant Agent will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the TrusteeTrustee or Warrant Agent will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to acquire Securitiessecurities. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee or Warrant Agent will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery of Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron Xxxxxx. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the Purchasing Agent) fails to make payment immediately available funds to the Selling Agent for a Certificated Security, the Selling Agent promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss issue price of the use of funds during Certificated Securities less the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated SecurityPurchasing Agent's discount.

Date of Settlement. All offers of Certificated Securities solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company GTE will be settled on a date (the "Settlement Date") which is the third business day Business Day after the date of acceptance of such offer, unless the Company GTE and the purchaser agree to settle settlement (a) on any other business day another Business Day after the acceptance of such offer or (b) with respect to an offer accepted by the Company GTE prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company GTE to the Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company GTE will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company GTE will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company GTE prior to 3:00 p.m., New York City time, on the business day prior to Business Day immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by the Company GTE of the offer to purchase Certificated Securities, Securities in which case such instruction will be given by the Company GTE by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company GTE in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company GTE shall not use any proceeds advanced by a Selling Agent to acquire Securitiessecurities. II-10 In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery of Certificated Securities shall be made as follows: (i) if immediately available funds to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron Xxxxxx. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent promptly will notify the Trustee and the Company thereof by telephone (confirmed GTE in writing) or by facsimile transmission or other acceptable written means. The Selling Agent immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss issue price of the use of funds during Certificated Securities less the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated SecurityPurchasing Agent's discount.

Date of Settlement. All offers of Certificated Securities solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company will be settled on a date (the "“Settlement Date"”) which is the third business day after the date of acceptance of such offer, unless the Company Company, the Guarantor and the purchaser purchaser(s) agree to settle settlement (a) on any other another business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company to the Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company or the Guarantor will communicate such Sale Information to the Trustee by telephone (confirmed in writing) electronic mail or by facsimile transmission or other acceptable written means. The Company and the Guarantor will instruct the Trustee by electronic mail, facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, on the business day prior to immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, in which case such instruction will be given by the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser purchaser(s) of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's ’s commission; provided that the Selling Agent reserves the right to withhold any payment for which it has not received funds from the purchaserpurchaser(s). The Company shall not use any proceeds advanced by a Selling Agent to acquire Securitiessecurities. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for less the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron XxxxxxPurchasing Agent’s discount. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly will notify the Trustee Trustee, the Company and the Company Guarantor thereof by telephone (confirmed in writing) electronic mail or by facsimile transmission or other acceptable written means. The Selling Agent will immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount amount, if any, previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy dispose of the Certificated Security in accordance with its procedures then in effect for the disposition of cancelled securities. ANNEX III-1 Form of Opinion of Xxxxxxxx & Xxxxxxxx LLP [date] To Xxxxxxx Sachs & Co. LLC and the Other Agents, Under the Distribution Agreement. Ladies and Gentlemen: [Use the following if the opinion is not being delivered at a Time of Delivery — In connection with your offering and sale from time to time of][We refer to the execution today by you, GS Finance Corp., a Delaware corporation (the “Company”), The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Guarantor”), and Xxxxxxx Sachs & Co. LLC (“GS&Co.”) of the Medium-Term Notes, Series E Amended and Restated Distribution Agreement, dated as of July 10, 2017 (the “MTNE Distribution Agreement”), relating to] the [Company’s] Medium-Term Notes, Series E [of GS Finance Corp., a Delaware corporation (the “Company”)], which are to be fully and unconditionally guaranteed by [The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Guarantor”)][the Guarantor] and offered for sale from time to time. Such series of securities is hereinafter referred to as the “Series” and any securities to be issued from time to time as part of the Series on or after the date hereof are hereinafter referred to individually as a “Security” and collectively as the “Securities”. The guarantees of the Securities by the Guarantor are hereinafter referred to as the “Guarantees”. The Securities and the Guarantees are to be issued pursuant to the Senior Debt Indenture, dated as of October 10, 2008 and as previously amended (the “Indenture”), among the Company, the Guarantor, as guarantor, and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (the “Trustee”). The Securities are to be offered for sale pursuant to the MTNE Distribution Agreement, and any applicable Terms Agreement (as defined in the MTNE Distribution Agreement), by GS&Co. and the other parties that have been appointed as agents under the MTNE Distribution Agreement (GS&Co. and such other parties, the “Agents”).] [Use the following if the opinion is being delivered at a Time of Delivery — In connection with the [several] purchase[s] today by you [and the other Agents named in Schedule I to][pursuant to] the Terms Agreement, dated , 20 (the “Terms Agreement”), among GS Finance Corp., a Delaware corporation (the “Company”), The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Guarantor”), and you (the “Agent[s]”), of $ principal amount of the Company’s [ %][Floating Rate] Notes due (the “Securities”) issued pursuant to the Senior Debt Indenture, dated as of October 10, 2008 and as previously amended (the “Indenture”), among the Company, the Guarantor and The Bank of New York Mellon, as Trustee (the “Trustee”), we], as counsel for the Company and the Guarantor, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that:

Date of Settlement. All offers solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company will be settled on a date (the "“Settlement Date"”) which is the third business day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle settlement (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company to the Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, Securities in which case such instruction will be given by the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's ’s commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to acquire Securitiessecurities. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for less the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron XxxxxxPurchasing Agent’s discount. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security.

Date of Settlement. All offers solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle settlement (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company to the Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, Securities in which case such instruction will be given by the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to acquire Securitiessecurities. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for less the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron XxxxxxPurchasing Agent's discount. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security.

Date of Settlement. All offers solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle settlement (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company to the Trustee Issuing Agent for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee Issuing Agent by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee Issuing Agent by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 2:00 p.m., New York City time, on the second business day prior to the Settlement Date unless unless, in the case of Securities evidenced by a Definitive Certificate, the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, such Securities in which case such instruction will be given by the Company by 11:00 a.m., New York City time. The Trustee will authenticate and deliver to the Issuing Agent each Security in accordance with the Company's instructions. Preparation and Delivery of Certificated Securities by the Trustee Issuing Agent and Receipt of Payment Therefor: The Trustee Issuing Agent will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the TrusteeIssuing Agent will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to acquire Securitiespurchase securities or carry any securities in violation of Regulations G, T, U or X of the Federal Reserve Board or otherwise in violation of law. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeIssuing Agent will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery by the Purchasing Agent of a receipt therefor. On the Settlement Date the Purchasing Agent will deliver payment for such Certificated Securities in In either case, delivery of Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron Xxxxxx. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the Purchasing Agent) fails to make payment immediately available funds to the Selling Agent for a Certificated Security, the Selling Agent promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss issue price of the use of funds during Securities less the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated SecurityPurchasing Agent's discount.

Date of Settlement. All offers solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle settlement (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptanceacceptance (for securities that are not Book-Entry Securities). Instruction from the Company to the Trustee for Preparation of Certificated Securities: ----------------------------------- After receiving the Sale Sale-Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, time on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, Securities in which case such instruction will be given by the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment Therefor: --------------------------------------- The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver release the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to acquire Securities. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver release the Certificated Securities to the Purchasing Agent against delivery evidence of receipt of payment for such Certificated Securities in In either case, delivery immediately available funds to the Company in an amount equal to the issue price of Certificated the Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for less the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron XxxxxxPurchasing Agent's discount. Failure of a Purchaser to Pay the Selling Agent: ----------------------------------------- If a purchaser (other than the a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated SecuritySecurity or the Selling Agent fails to make payment to the Company, the Selling Agent will promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means). The Selling Agent will immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security.

Date of Settlement. All offers solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company will be settled on a date (the "Settlement Date" or "Original Issue Date") which is the third business day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle settlement (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company to the Trustee Issuing Agent for Preparation of Certificated Securities: ------------------------------------------- After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee Issuing Agent by telephone (confirmed in writing) or by facsimile transmission or other acceptable electronic or written means. The Company will instruct the Trustee by facsimile transmission or other acceptable electronic or written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, Securities in which case such instruction will be given by the Company by 11:00 a.m., New York City time. The Trustee will authenticate and deliver to the Issuing Agent each Security in accordance with the Company's instruction. Preparation and Delivery of Certificated Securities by the Trustee Issuing Agent and Receipt of Payment Therefor: ------------------------------------------------ The Trustee Issuing Agent will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the TrusteeIssuing Agent will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to acquire Securitiespurchase securities or carry any securities in violation of Regulations T, U or X of the Federal Reserve Board or otherwise in violation of law. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeIssuing Agent will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery immediately available funds to the Company in an amount equal to the issue price of Certificated the Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for less the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron XxxxxxPurchasing Agent's discount. Failure of a Purchaser to Pay the Selling Agent: ----------------------------------------- If a purchaser (other than the a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly will notify the Issuing Agent, the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately will return the Certificated Security to the TrusteeIssuing Agent. Immediately upon the receipt of such Certificated Security by the TrusteeIssuing Agent, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The If such failure shall have occurred for any reason other than default by the Selling Agent in the performance of its obligations under the Distribution Agreement, the Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Issuing Agent will deliver to the Trustee will cancel for cancellation the Certificated Security in respect of which the failure occurred, and instruct the Trustee to make appropriate entries in its records and, unless otherwise instructed by the Company, to destroy the Certificated Security.. XXXXX XXX --------- Pursuant to Section 6(d) of the Distribution Agreement, the Company's independent public accountants shall furnish letters to you to the effect that:

Date of Settlement. All offers of Certificated Securities solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company Bank will be settled on a date (the "“Settlement Date"”) which is the third business day after the date of acceptance of such offer, unless the Company Bank and the purchaser subscriber agree to settle settlement (a) on any other another business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company Bank prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company Bank to the Trustee for Preparation of Certificated Securities: After receiving the Sale Subscription Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company Bank will communicate such Sale Subscription Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company Bank will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company Bank prior to 3:00 p.m., New York City time, on the business day prior to immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by the Company Bank of the offer to purchase subscribe for Certificated Securities, Securities in which case such instruction will be given by the Company Bank by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale an issue of Certificated Securities to a purchaser subscriber solicited by an a Selling Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser subscriber of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company Bank in an amount equal to the issue price of the Certificated Securities less the Selling Agent's ’s commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchasersubscriber. The Company Bank shall not use any proceeds advanced by a Selling Agent to acquire Securitiessecurities. In the case of a sale an issue of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery immediately available funds to the Bank in an amount equal to the issue price of the Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for less the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron XxxxxxPurchasing Agent’s discount. Failure of a Purchaser Subscriber to Pay the Selling Agent: If a purchaser subscriber (other than the a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly will notify the Trustee and the Company Bank thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company Bank will return to the Selling Agent an amount equal to the amount previously paid to the Company Bank in respect of such Certificated Security. The Company Bank will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the CompanyBank. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the CompanyBank, destroy the Certificated Security.

Date of Settlement. All offers solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle settlement (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company to the Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, Securities in which case such instruction will be given by the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to acquire Securitiessecurities. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery of Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron Xxxxxx. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the Purchasing Agent) fails to make payment immediately available funds to the Selling Agent for a Certificated Security, the Selling Agent promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss issue price of the use of funds during Certificated Securities less the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated SecurityPurchasing Agent's discount.

Date of Settlement. All offers of Certificated Securities solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company will be settled on a date (the "Settlement Date") which is the third business day Business Day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle settlement (a) on any other business day another Business Day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company to the Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, on the business day prior to Business Day immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, Securities in which case such instruction will be given by the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to acquire Securities. In the case of a sale of Certificated Securities to the Purchasing Agent, the Trustee, by 2:15 p.m., New York City time on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery of Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xosecurities., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron Xxxxxx. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security.

Date of Settlement. All offers solicited by the Selling Agent or made by the Purchasing Agent and accepted by the Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company to the Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, in which case such instruction will be given by the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the Trustee, by 2:15 p.m., New York City time on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to acquire Securities. In the case of a sale of Certificated Securities to the Purchasing Agent, the Trustee, by 2:15 p.m., New York City time on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount. In either case, delivery of Certificated Securities shall be made as follows: : (i) if to GoldxxxXxxxxxx, Xxchs Xxxxx & Co., to 85 Bxxxx 00 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Facsimile Transmission No. (212000) 000-0000, Attention: Michxxx Xxxxxxx Xxxxxx, , (ii) if to The Bank of New York, One Wall Street, 3rd Floor, Window X, Xxx Xxxx, Xxx Xxxx 00000, Fascimile Transmission No.(000) 000-0000, Attnetion: Xxx Xxxxxxxxx, (iii) if to BT Alex. Browx & Xons Xxxxx Incorporated, to 135 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Facsimile Transmission No. (410) 783-3033, Attention: Thomxx Xxxxxx X. XxXxxx, , (iiiiv) if to Chase Securities Inc., to 55 Wxxxx 00 Xxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Facsimile Transmission No. (212000) 000-0000, Attention: Briax Xxxxx, Window 17 and 18, (ivv) if to DonaxxxxxXxxxxxxxx, Xxfkin Xxxxxx & Jenrxxxx Xxxurities Xxxxxxxx Securities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000623- 7453, XxtentionAttention: Outsourcing Department for the Account of DonaxxxxxXxxxxxxxx, Xxfkxx Xxxxxx & Xenrxxxx Xxxxxxxx Securities Corporation, , (vvi) if to Lehmxx Xxxthers Xxxxxx Brothers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx XxxthersXxxxxx Brothers, New Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Facsimile Transmission No. (212000) 000-0000, XxtentionAttention: Jennxxxx Xxxxxxxx Xxxx, , (vivii) if to Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Co., Merrxxx XxxchXxxxxxx Lynch, Pierce, Fennxx Xxxxxx & Xmitx Xxxxx Incorporated, to Merrxxx Xxxcx Xxxey Xxxxxxx Xxxxx Money Markets Clearance, 55 Wxxxx 00 Xxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. XxndowWindow, New Xxx Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212000) 000-0000, XxtentionAttention: Al Mxxxxxxx, Xx Xxxxxxxx, (viiviii) if to J.P. X.X. Xxxxxx Xxxurities Securities Inc., to 60 Wxxx 00 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Facsimile Transmission No. (212000) 000-0000, Attention: MTN Desk and Desk, and (viiiix) if to NationsBanc Capital MarketsXxxxxxxxxx Securities, Inc.LLC, to The Bank of New York, One Wall Xxxx Xxxxxx, 0xx Xxxxx, Xxalers Dealers Clearance, Windxx Xxxxxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Facsimile Transmission No. (212000) 000-0000, Attention: Ron Xxx Xxxxxx. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security.

Date of Settlement. All offers of Certificated Securities solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company will be settled on a date (the "Settlement Date") which is the third business day Business Day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle settlement (a) on any other business day another Business Day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company to the Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, on the business day prior to Business Day immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, Securities in which case such instruction will be given by the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to acquire Securitiessecurities. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery of Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron Xxxxxx. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the Purchasing Agent) fails to make payment immediately available funds to the Selling Agent for a Certificated Security, the Selling Agent promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss issue price of the use of funds during Certificated Securities less the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated SecurityPurchasing Agent's discount.

Date of Settlement. All offers of Certificated Securities solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company will be settled on a date (the "“Settlement Date"”) which is the third business day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle settlement (a) on any other another business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company to the Trustee or Warrant Agent for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee or Warrant Agent by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee or Warrant Agent by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, on the business day prior to immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, Securities in which case such instruction will be given by the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee or Warrant Agent and Receipt of Payment Therefor: The Trustee or Warrant Agent will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the TrusteeTrustee or Warrant Agent will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's ’s commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to acquire Securitiessecurities. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee or Warrant Agent will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for less the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron XxxxxxPurchasing Agent’s discount. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly will notify the Trustee or Warrant Agent and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately will return the Certificated Security to the TrusteeTrustee or Warrant Agent. Immediately upon the receipt of such Certificated Security by the TrusteeTrustee or Warrant Agent, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee or Warrant Agent will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security.. Pursuant to Sections 4(j) and 6(d), as the case may be, of the Amended and Restated Distribution Agreement dated June 12, 2015, the Company’s independent certified public accountants shall furnish letters to the effect that:

Date of Settlement. All offers of Certificated Securities solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company will be settled on a date (the "“Settlement Date"”) which is the third business day Business Day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle settlement (a) on any other business day another Business Day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company to the Trustee for Preparation of Certificated SecuritiesINSTRUCTION FROM COMPANY TO TRUSTEE FOR PREPARATION OF CERTIFICATED SECURITIES: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, on the business day prior to Business Day immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, Securities in which case such instruction will be given by the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment ThereforPREPARATION AND DELIVERY OF CERTIFICATED SECURITIES BY TRUSTEE AND RECEIPT OF PAYMENT THEREFOR: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's ’s commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to acquire Securitiessecurities. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission Noless the Purchasing Agent’s discount. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron Xxxxxx. Failure of a Purchaser to Pay the Selling AgentFAILURE OF PURCHASER TO PAY SELLING AGENT: If a purchaser (other than the a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security.. Pursuant to Section 4(j) and Section 6(d), as the case may be, of the Distribution Agreement, the Company’s independent certified public accountants shall furnish letters to the effect that:

Date of Settlement. All offers of Certificated Securities solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company will be settled on a date (the "Settlement Date") which is the third business day Business Day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle settlement (a) on any other business day another Business Day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company to the Trustee for Preparation of Certificated Securities: ------------------------------------------------------------------------------ After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, on the business day prior to Business Day immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, Securities in which case II-13 such instruction will be given by the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of ----------------------------------------------------------------------------- Payment Therefor: ---------------- The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to acquire Securitiessecurities. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for less the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron XxxxxxPurchasing Agent's discount. Failure of a Purchaser to Pay the Selling Agent: ----------------------------------------- If a purchaser (other than the a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security.. ANNEX III ACCOUNTANTS' LETTER ------------------- Pursuant to Sections 4(j) and 6(f), as the case may be, of the Distribution Agreement, the Company's independent certified public accountants shall furnish letters to the effect that:

Date of Settlement. All offers of Certificated Securities solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer, unless the Company and the purchaser purchaser(s) agree to settle settlement (a) on any other another business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from the Company to the Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, on the business day prior to immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, in which case such instruction will be given by the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser purchaser(s) of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold any payment for which it has not received funds from the purchaserpurchaser(s). The Company shall not use any proceeds advanced by a Selling Agent to acquire Securitiessecurities. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery of Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron Xxxxxx. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the Purchasing Agent) fails to make payment immediately available funds to the Selling Agent for a Certificated Security, the Selling Agent promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss issue price of the use of funds during Certificated Securities less the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated SecurityPurchasing Agent's discount.

Date of Settlement. All offers solicited by the a Selling Agent or made by the a Purchasing Agent and accepted by the Company will be settled on a date (the "Settlement Date") which is the third fifth business day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle (a) settlement on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptanceoffer. Instruction from the Company to the Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m.P.M., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m.P.M., New York City time, on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, in which case such instruction will be given by the Company by 11:00 a.m., New York City timeDate. II-48 49 Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the TrusteeTrustee will, by 2:15 p.m.P.M., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in by wire transfer to a bank account specified by the Company of immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to acquire Securitiessecurities. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee will, by 2:15 p.m.P.M., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery by wire transfer to a bank account specified by the Company of Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron Xxxxxx. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the Purchasing Agent) fails to make payment immediately available funds to the Selling Agent for a Certificated Security, the Selling Agent promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss issue price of the use of funds during Securities less the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated SecurityPurchasing Agent's discount.

Date of Settlement. All offers solicited The receipt by the Selling Agent or made by the Purchasing Agent and Company of immediately available funds in payment for a Certificated Security shall constitute "Settlement" with respect to such Certificated Security. All orders accepted by the Company will be settled on a date (the "Settlement Date") which is the third business day Business Day after the date of acceptance of such offer, unless the Company and the purchaser agree to settle Settlement (a) on any other business day Business Day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance, provided that such day shall be a Business Day. Instruction from the Company to the Trustee for Preparation of Certificated ------------------------------------------------------------------- Securities: ----------- After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or Company Order by facsimile transmission or other acceptable written means. The Company will instruct the Trustee by Company Order by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m., New York City time, on the business day Business Day prior to the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities, Securities in which case such instruction will be given by the Company to the Trustee by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of ---------------------------------------------------------------- Payment Therefor: ----------------- The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Selling Agent Agent, at the address listed below, for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date, Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Company's account at a bank designated by the Company and notified by the Company to the Selling Agent at least three days prior to the Settlement Date in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that . Any monies received by an Agent from a purchaser of Securities in payment of the purchase price of such Securities from the time the Trustee delivers the Securities to the Selling Agent reserves to the right to withhold time the Agent delivers payment for which it has not received funds from such Securities to the purchaser. The Company Company's account, as provided above, shall not use any proceeds advanced be held by a Selling Agent to acquire Securitiessuch Agent, as agent of the Company. In the case of a sale of Certificated Securities to the a Purchasing Agent, the TrusteeTrustee will, by 2:15 p.m., New York City time time, on the Settlement Date, will deliver the Certificated Securities to the Purchasing Agent against delivery by the Purchasing Agent of a receipt therefor. On the Settlement Date, the Purchasing Agent will deliver payment for such Certificated Securities in In either caseimmediately available funds, delivery or otherwise pursuant to the Terms Agreement, to the account of the Company as designated in the preceding paragraph in an amount equal to the issue price of the Certificated Securities shall be made as follows: (i) if to Goldxxx, Xxchs & Co., to 85 Bxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Michxxx Xxxxxx, (ii) if to Alex. Browx & Xons Incorporated, to 135 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Xxcsimile Transmission No. (410) 783-3033, Attention: Thomxx X. XxXxxx, (iii) if to Chase Securities Inc., to 55 Wxxxx Xxxxxx, Xxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Briax Xxxxx, (iv) if to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 000-0000, Xxtention: Outsourcing Department for less the Account of Donaxxxxx, Xxfkxx & Xenrxxxx Securities Corporation, (v) if to Lehmxx Xxxthers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehmxx Xxxthers, New Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Xxtention: Jennxxxx Xxxx, (vi) if to Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated, to Merrxxx Xxxcx Xxxey Markets Clearance, 55 Wxxxx Xxxxxx, Xxxxxxxxx Xxxxx, X.X.X.X. Xxndow, New Xxxx, Xxx Xxxx 00000, Facsimile Transmission: (212) 000-0000, Xxtention: Al Mxxxxxxx, (vii) if to J.P. Xxxxxx Xxxurities Inc., to 60 Wxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall Xxxxxx, 0xx Xxxxx, Xxalers Clearance, Windxx X, Xxx Xxxx, Xxx Xxxx 00000, Xxcsimile Transmission No. (212) 000-0000, Attention: Ron XxxxxxPurchasing Agent's discount. Failure of a Purchaser to Pay the Selling Agent: ------------------------------------------ If a purchaser (other than the a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly will notify the Trustee and the Company thereof by telephone (promptly confirmed in writing) or by facsimile transmission or by other acceptable written means. The Selling Agent will immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will will, in addition, reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company; provided, however, that the Selling Agent shall be entitled to no reimbursement hereunder if funds are returned on the day on which such funds had been previously credited to the account of the Company such that the Selling Agent is afforded a reasonable opportunity to invest such funds at an overnight rate on such day; and provided further that if the Selling Agent is denied the use of such funds due to its failure to return the relevant Certificated Security to the Trustee in a timely manner it shall only be entitled to reimbursement hereunder in an amount equal to the amount that would have been earned on such funds had such funds been on deposit at an overnight rate during the period between their credit to the account of the Company and their reimbursement to the Agent. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy dispose of the Certificated Security.. Delivery of the Certificated Securities: ---------------------------------------- Unless otherwise notified by any Agent to the Trustee, the Trustee shall deliver the Certificated Securities in accordance with the procedures set forth above to any Agent (as the case may be) at the following addresses: