Purchase and Offering of Debt Securities. The obligations of the Underwriters to purchase Debt Securities will be evidenced by an agreement or exchange of other written communications to which these Underwriting Terms are attached (the “Terms Agreement”) (which shall be in writing and signed by a duly authorized official of Brazil) at the time Brazil determines to sell the Debt Securities. Unless the context otherwise requires, each reference contained herein to the “Terms Agreement” shall be deemed to include these Underwriting Terms, and express mention of Terms Agreements in any provisions hereof shall not be construed as excluding Terms Agreements in those provisions hereof where such express mention is not made. The Terms Agreement describes the Debt Securities to be purchased by each Underwriter and specifies the aggregate principal amount of such Debt Securities, the price to be paid to Brazil for such Debt Securities, the maturity date of such Debt Securities, the rate at which interest will be paid on such Debt Securities, the dates on which interest will be paid on such Debt Securities and the record date with respect to each such payment of interest, the Time of Delivery for the purchase of such Debt Securities, the place of delivery of the Debt Securities and payment therefor, the method of payment and any additional requirements for the delivery of opinions of counsel, certificates from Brazil or its officers as described in Sections 8(b), 8(c), 8(d), 8(e), 8(f) and 8(i) hereof. The Terms Agreement may also specify the period of time referred to in Section 5(g). The Underwriters’ commitment to purchase the Debt Securities shall be deemed to have been made on the basis of the representations and warranties of Brazil contained in this Agreement, and shall be subject to the terms and conditions set forth in this Agreement. Delivery of the certificates for Debt Securities sold to each Underwriter pursuant to this Agreement shall be made not later than the Time of Delivery agreed to in the Terms Agreement, against payment of immediately available funds (or such other consideration as is agreed between Brazil and such Underwriter) to the account specified by Brazil in the net amount due to Brazil for such Debt Securities. Any Debt Security sold to an Underwriter (i) shall be purchased by such Underwriter at the Purchase Price (as specified in the Terms Agreement) and (ii) may be resold by such Underwriter upon the terms and conditions set forth in the Prospectus Supplement.
