Common use of Purchase and Offering Clause in Contracts

Purchase and Offering. The obligation of the Underwriters to purchase, and the obligation of the Company to sell, the Purchased Securities will be evidenced by an exchange of facsimile transmission or other written communications (the "Terms Agreement") at the time the Company determines to sell the Purchased Securities. The Terms Agreement shall specify (by incorporation by reference or otherwise) the party or parties that will be Underwriters, the principal amount to be purchased by each, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, and the terms of the Purchased Securities not already specified in the Indenture, including, but not limited to, interest rates, maturity, redemption provisions, and sinking fund requirements, if any. The Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment (the "Closing Date"), the place of delivery and payment, and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Purchased Securities (the "Prospectus Supplement"). It is understood that the Underwriters will offer the Purchased Securities for sale as set forth in the Prospectus. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. Except as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. The obligation of the Underwriters to purchase, and the obligation of the Company to sell, the Purchased Securities Bonds will be evidenced by an exchange of facsimile transmission or other written communications (the "Terms Agreement") at the time the Company determines to sell the Purchased SecuritiesBonds. The Terms Agreement shall specify (by incorporation by reference or otherwise) the party or parties that will be Underwriters, the principal amount to be purchased by each, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, and the terms of the Purchased Securities Bonds not already specified in the Indenture, including, but not limited to, interest rates, maturity, redemption provisions, and sinking fund requirements, if any. The Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment (the "Closing Date"), the place of delivery and payment, and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Purchased Securities Bonds (the "Prospectus Supplement"). It is understood that the Underwriters will offer the Purchased Securities Bonds for sale as set forth in the Prospectus. The obligations of the Underwriters to purchase the Purchased Securities Bonds shall be several and not joint. Except as may otherwise be set forth in the Terms Agreement, the Purchased Securities Bonds will be in definitive form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. (a) The obligation obligations of the Underwriters to purchase, and the obligation of the Company to sell, purchase the Purchased Securities will be evidenced by an exchange of facsimile transmission telegraphic or other written communications (the "a “Terms Agreement"”) at the each time the Company determines to sell the Purchased Securities. The Each Terms Agreement shall specify (by incorporation by reference or otherwise) the party or parties that firms which will be UnderwritersUnderwriters (who shall become bound by the terms hereof when the Terms Agreement has been entered into), the principal amount to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, Underwriters and the terms of the Purchased Securities not already specified in the Indenture, including, but not limited to, interest rates, maturitymaturities, redemption provisions, provisions and sinking fund requirements, if any. The Each Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment for the Purchased Securities other than any Contract Securities (the "Closing Date"), the place of delivery and payment, as defined below) and any details of the terms of the offering that should which shall be reflected in the prospectus supplement (the “Prospectus Supplement”) or any Issuer Free Writing Prospectus relating to the offering of the Purchased Securities (Securities. The Prospectus Supplement shall set forth the "terms contained in the Terms Agreement and such other information that you and the Company agree at the time the Terms Agreement is entered into should be included in the Prospectus Supplement"). Insofar as any provision of this Agreement is inconsistent with any Terms Agreement, the Terms Agreement shall be deemed to control. Each Terms Agreement shall be substantially in the form of Schedule I hereto, with such changes therein as the Company may approve. Purchased Securities to be purchased by Underwriters are herein referred to as “Underwriters’ Securities,” and any Purchased Securities to be purchased pursuant to Delayed Delivery Contracts (as defined below) as hereinafter provided are herein referred to as “Contract Securities.” The obligations of the Underwriters to purchase the Underwriters’ Securities shall be several and not joint. It is understood that the Underwriters will propose to offer the Purchased Securities for sale as set forth in the Prospectus Supplement or any such Issuer Free Writing Prospectus. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. Except as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. The obligation of the Underwriters to purchase, and the obligation of the Company to sell, the Purchased Securities will be evidenced by an exchange the execution and delivery of facsimile transmission or other written communications a Terms Agreement substantially in the form of Exhibit A hereto (the "“Terms Agreement"”) at the time the Company determines to sell the Purchased Securities. The Terms Agreement shall specify (by incorporation by reference or otherwise) the party or parties that will be Underwriters, the principal amount to be purchased by each, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, and the terms of the Purchased Securities not already specified in the Indenture, including, but not limited to, interest rates, maturity, redemption provisions, and sinking fund requirements, if any. The Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment (the "“Closing Date"”), the place of delivery and payment, and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Purchased Securities and filed pursuant to Rule 424(b) under the Act (the "“Prospectus Supplement"”). It is understood that the Underwriters will offer the Purchased Securities for sale as set forth in the Prospectus. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. Except as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. The obligation of the Underwriters to purchase, and the obligation of the Company to sell, the Purchased Securities will be evidenced by an exchange of facsimile transmission or other written communications (the "Terms Agreement") at the time the Company determines to sell the Purchased Securities. The Terms Agreement shall specify (by incorporation by reference or otherwise) the party or parties that will be Underwriters, the principal amount to be purchased by each, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, and the terms of the Purchased Securities not already specified in the Indenture, including, but not limited to, interest rates, maturity, redemption provisions, and sinking fund requirements, if any. The Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment (the "Closing Date"), the place of delivery and payment, and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Purchased Securities (the "Prospectus Supplement"). It is understood that the Underwriters will offer the Purchased Securities for sale as set forth in the Prospectus. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. Except as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may request.. 3

Purchase and Offering. The obligation obligations of the Underwriters to purchase, and the obligation of the Company to sell, purchase the Purchased Securities will be evidenced by an exchange of facsimile transmission telegraphic or other written communications substantially in the form of Schedule I attached hereto (the "each, a “Terms Agreement"”) at the each time the Company determines to sell the Purchased Securities. The Each Terms Agreement shall specify (by incorporation incorporate by reference or otherwise) the party or parties that provisions of this Agreement, except as otherwise provided therein, and shall specify the firms which will be Underwriters, the principal amount of Purchased Securities to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, Underwriters and the terms of the Purchased Securities not already otherwise specified in the Indenture, including, but not limited to, interest rates, if any, maturity, redemption provisions, provisions and sinking fund requirements, if any. The Each Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment for the Purchased Securities (the "“Closing Date"), the place of delivery and payment, ”) and any details of the terms of offering that which should be reflected in the prospectus supplement relating to the offering of the Purchased Securities (Securities. Such prospectus supplement shall set forth the "Prospectus Supplement"). It is understood terms contained in the Terms Agreement and such other information that the Underwriters will offer Representatives and the Purchased Securities for sale as set forth Company agree at the time of execution of the Terms Agreement should be included in the Prospectusprospectus supplement. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. Except It is understood that the Underwriters propose to offer the Purchased Securities for sale as may otherwise be set forth in the Terms Agreement, the such prospectus supplement. The Purchased Securities will be issued in definitive or book-entry form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. (a) The obligation obligations of the Underwriters to purchase, and the obligation of the Company to sell, purchase the Purchased Securities will be evidenced by an exchange of facsimile transmission telegraphic or other written communications substantially in the form attached as Exhibit A hereto (the a "Terms Agreement") at the each time the Company determines to sell the Purchased Securities, with such other provisions which the Representatives and the Company shall agree upon. The Each Terms Agreement shall specify (by incorporation by reference or otherwise) the party or parties that firms which will be UnderwritersUnderwriters (who shall become bound by the terms hereof when the Terms Agreement has been entered into), the principal amount to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, Underwriters and the terms of the Purchased Securities not already specified in the IndentureWarrant Agreement or the Certificate of Designations, including, but not limited to, interest dividend rates, maturitymaturities, redemption provisions, provisions and sinking fund requirements, if any. The Each Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment for the Purchased Securities other than any Contract Securities (the "Closing Date"), the place of delivery and payment, as defined in Section 2(c) hereof) and any details of the terms of offering that which should be reflected in the prospectus supplement Prospectus Supplement relating to the offering of the Purchased Securities (Securities. Such Prospectus Supplement shall set forth the "terms contained in the Terms Agreement and such other information that you and the Company agree at the time the Terms Agreement is entered into should be included in the Prospectus Supplement. Insofar as any provision of this Agreement is inconsistent with any provision of the applicable Terms Agreement, the Terms Agreement shall be deemed to control. Purchased Securities to be purchased by Underwriters are herein referred to as ")Underwriters' Securities", and any Purchased Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein referred to as "Contract Securities". The obligations of the Underwriters to purchase the Underwriters' Securities shall be several and not joint. It is understood that the Underwriters will propose to offer the Purchased Securities for sale as set forth in such Prospectus Supplement. (b) Payment of the Prospectuspurchase price for the Underwriters' Securities shall be made to the Company or its order in New York Clearing House funds, by certified or official bank check, against delivery of the Underwriters' Securities to you for the respective accounts of the Underwriters; provided, however, that at the request of the Company, payment will be made in immediately available funds, in which case the Company will reimburse you for your cost of obtaining such funds. Such payment and delivery shall be made at 10:00 A.M. New York time on the date of delivery specified in the Terms Agreement (unless another time not later than 10:00 A.M. New York time on the fifth Business Day thereafter shall be agreed to by you and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The obligations time and date that such payment and delivery are actually made is herein sometimes referred to as the "Closing Date". The Underwriters' Securities shall be delivered to you in definitive form, in temporary or final form, and in such names and denominations as you shall request at least one Business Day prior to the Closing Date by written notice to the Company. For the purpose of expediting the checking and packaging of the Underwriters' Securities by you, the Company agrees to make them available to you for such purpose before the close of business on the Business Day prior to the Closing Date. (c) If any Terms Agreement provides for sales of Purchased Securities pursuant to Delayed Delivery Contracts, the Company authorizes the Underwriters to solicit offers to purchase Contract Securities pursuant to Delayed Delivery Contracts substantially in the form of Schedule I attached hereto (the "Delayed Delivery Contracts") with such changes therein as the Company may approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. At the time of purchase the Company will pay you as compensation, for the accounts of the Underwriters, the compensation set forth in such Terms Agreement in respect of the principal amount of Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities shall be deducted from the Purchased Securities to be purchased by the several Underwriters and the aggregate principal amount of Purchased Securities to be purchased by each Underwriter shall be several and not joint. Except as may otherwise be reduced pro rata in proportion to the principal amount of Purchased Securities set forth opposite each Underwriter's name in the such Terms Agreement, except to the Purchased Securities will extent that you determine that such reduction shall be in definitive form otherwise allocated and in such denominations and registered in such names as so advise the Underwriters may request.Company. 5

Purchase and Offering. The obligation (a) Particular sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities for whom the firm or firms designated as representatives of the Underwriters to purchaseof such Designated Securities in the Pricing Agreement relating thereto will act as representatives, and which may include all such Underwriters in the absence of a syndicate (the "Representatives"). This Underwriting Agreement, alone, shall not be construed as an obligation of the Company to sellsell any of the Securities or as an obligation of any Underwriters to purchase any of the Securities. Such obligation shall come into existence only upon execution, the Purchased Securities will be evidenced by an exchange of facsimile transmission or other written communications (the "Terms Agreement") at the time the Company determines and the Representatives named therein, of the Pricing Agreement with respect to sell the Purchased SecuritiesDesignated Securities specified therein. The Terms Each Pricing Agreement shall specify (by incorporation by reference or otherwise) the party or parties that firms which will be UnderwritersUnderwriters and their Representatives, the principal amount and/or the number of the Designated Securities to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation the initial public offering price and (if the Designated Securities are debt securities or commissions to be paid to Underwriters, the offering price, and preferred stock) the terms of the Purchased Designated Securities not already specified (in the IndentureIndenture if the Designated Securities are debt securities), including, but not limited to, as applicable, currency in which denominated and/or payable, interest ratesrate (if debt securities), maturitydividend rate (if preferred stock), maturity (if debt securities), redemption provisions, provisions and sinking fund requirements, requirements (if any), or not already specified in the Warrant Agreement (if the Designated Securities are debt warrants) and whether any of the Designated Securities may be sold pursuant to Delayed Delivery Contracts ("Delayed Delivery Contracts"). The Terms Each Pricing Agreement shall also specify (by incorporation by reference or otherwise) the date, time and date manner of delivery and payment for the Designated Securities. A Pricing Agreement shall be in the form of an executed writing (the "Closing Date"which may be in counterparts), the place and may be evidenced by an exchange of delivery and payment, and telegraphic communications or any details other rapid transmission device designed to produce a written record of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Purchased Securities (the "Prospectus Supplement"). It is understood that the Underwriters will offer the Purchased Securities for sale as set forth in the Prospectuscommunications transmitted. The obligations of the Underwriters to purchase the Purchased Securities underwriters under this Agreement and each Pricing Agreement shall be several and not joint. Except as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. The obligation (a) Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities for whom the firm or firms designated as representatives of the Underwriters to purchaseof such Securities in the Pricing Agreement relating thereto will act as representatives, and which may include all such Underwriters in the absence of a syndicate (the "Representatives"). This Underwriting Agreement, alone, shall not be construed as an obligation of the Company to sellsell any of the Securities or as an obligation of any Underwriters to purchase any of the Securities. Such obligation shall come into existence only upon execution, the Purchased Securities will be evidenced by an exchange of facsimile transmission or other written communications (the "Terms Agreement") at the time the Company determines and the Representatives named therein, of the Pricing Agreement with respect to sell the Purchased SecuritiesDesignated Securities specified therein. The Terms Each Pricing Agreement shall specify (by incorporation by reference or otherwise) the party or parties that firms which will be UnderwritersUnderwriters and their Representatives, the principal amount and/or the number of the Securities to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the initial public offering price, and the terms of the Purchased Designated Securities not already specified in the Indenture, including, but not limited to, as applicable, currency in which denominated and/or payable, interest ratesrate, maturity, redemption provisions, provisions and sinking fund requirements, requirements (if any), or not already specified in the Warrant Agreement and whether any of the Designated Securities may be sold pursuant to Delayed Delivery Contracts ("Delayed Delivery Contracts"). The Terms Each Pricing Agreement shall also specify (by incorporation by reference or otherwise) the date, time and date manner of delivery and payment for the Designated Securities. A Pricing Agreement shall be In the form of an executed writing (the "Closing Date"which may be in counterparts), the place and may be evidenced by an exchange of delivery and payment, and telegraphic communications or any details other rapid transmission device designed to produce a written record of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Purchased Securities (the "Prospectus Supplement"). It is understood that the Underwriters will offer the Purchased Securities for sale as set forth in the Prospectuscommunications transmitted. The obligations of the Underwriters to purchase the Purchased Securities under this Agreement and each Pricing Agreement shall be several and not joint. Except as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. The obligation (a) Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities for whom the firm or firms designated as representatives of the Underwriters to purchaseof such Securities in the Pricing Agreement relating thereto will act as representatives, and which may include all such Underwriters in the absence of a syndicate (the "Representatives"). This Underwriting Agreement, alone, shall not be construed as an obligation of the Company to sellsell any of the Securities or as an obligation of any Underwriters to purchase any of the Securities. Such obligation shall come into existence only upon execution, the Purchased Securities will be evidenced by an exchange of facsimile transmission or other written communications (the "Terms Agreement") at the time the Company determines and the Representatives named therein, of the Pricing Agreement with respect to sell the Purchased SecuritiesDesignated Securities specified therein. The Terms Each Pricing Agreement shall specify (by incorporation by reference or otherwise) the party or parties that firms which will be UnderwritersUnderwriters and their Representatives, the principal amount and/or the number of the Securities to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the initial public offering price, and the terms of the Purchased Designated Securities not already specified in the Indenture, including, but not limited to, as applicable, currency in which denominated and/or payable, interest ratesrate, maturity, redemption provisions, provisions and sinking fund requirements, requirements (if any), or not already specified in the Warrant Agreement and whether any of the Designated Securities may be sold pursuant to Delayed Delivery Contracts ("Delayed Delivery Contracts"). The Terms Each Pricing Agreement shall also specify (by incorporation by reference or otherwise) the date, time and date manner of delivery and payment for the Designated Securities. A Pricing Agreement shall be in the form of an executed writing (the "Closing Date"which may be in counterparts), the place and may be evidenced by an exchange of delivery and payment, and telegraphic communications or any details other rapid transmission device designed to produce a written record of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Purchased Securities (the "Prospectus Supplement"). It is understood that the Underwriters will offer the Purchased Securities for sale as set forth in the Prospectuscommunications transmitted. The obligations of the Underwriters to purchase the Purchased Securities under this Agreement and each Pricing Agreement shall be several and not joint. Except as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. (a) The obligation obligations of the Underwriters to purchase, and purchase the obligation of the Company to sell, the Purchased Securities will be evidenced by an exchange of facsimile transmission telegraphic or other written communications (the a "Terms Agreement") at the each time the Company determines to sell the Purchased Securities. The Each Terms Agreement shall specify (by incorporation by reference or otherwise) the party or parties that firms which will be UnderwritersUnderwriters (who shall become bound by the terms hereof when the Terms Agreement has been entered into), the principal amount to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, Underwriters and the terms of the Purchased Securities not already specified in the Indenture, including, but not limited to, interest rates, maturitymaturities, redemption provisions, provisions and sinking fund requirements, if any. The Each Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment (for the "Closing Date"), the place of delivery and payment, Securities and any details of the terms of offering that which should be reflected in the prospectus supplement Prospectus Supplement relating to the offering of the Purchased Securities (Securities. Such Prospectus Supplement shall set forth the "terms contained in the Terms Agreement and such other information that you and the Company agree at the time the Terms Agreement is entered into should be included in the Prospectus Supplement"). It Insofar as any provision of this Agreement is understood that inconsistent with any Terms Agreement, the Underwriters will offer the Purchased Securities for sale as set forth in the ProspectusTerms Agreement shall be deemed to control. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. Except It is understood that the Underwriters propose to offer the Securities for sale as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may requestProspectus Supplement.

Purchase and Offering. (a) The obligation obligations of the Underwriters to purchase, and purchase the obligation of the Company to sell, the Purchased Securities will be evidenced by an exchange of facsimile transmission telegraphic or other written communications in substantially the form of Annex A hereto (the a "Terms ----- Agreement") at the each time the Company determines to sell the Purchased Securities. The --------- Each Terms Agreement shall specify (by incorporation by reference or otherwise) the party or parties that firms which will be UnderwritersUnderwriters (who shall become bound by the terms hereof when the Terms Agreement has been entered into), the firms designated by such Underwriters to act as representatives on behalf of the several Underwriters (the "Representatives"), the principal amount to be purchased by eacheach --------------- Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, Underwriters and the terms of the Purchased Securities not already specified in the Indenture, including, but not limited to, interest rates, maturitymaturities, redemption provisions, provisions and sinking fund requirements, if any. The Each Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment (for the "Closing Date"), the place of delivery and payment, Securities and any details of the terms of offering that which should be reflected in the prospectus supplement Prospectus Supplement relating to the offering of the Purchased Securities (Securities. Such Prospectus Supplement shall set forth the "terms contained in the Terms Agreement and such other information that you and the Company agree at the time the Terms Agreement is entered into should be included in the Prospectus Supplement"). It Insofar as any provision of this Agreement is understood that inconsistent with any Terms Agreement, the Underwriters will offer the Purchased Securities for sale as set forth in the ProspectusTerms Agreement shall be deemed to control. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. Except It is understood that the Underwriters propose to offer the Securities for sale as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may requestProspectus Supplement.

Purchase and Offering. (a) The obligation obligations of the Underwriters to purchase, and the obligation of the Company to sell, purchase the Purchased Securities will be evidenced by an exchange of facsimile transmission telegraphic or other written communications (the a "Terms Agreement") at the each time the Company determines to sell the Purchased Securities. The Each Terms Agreement shall specify (by incorporation by reference or otherwise) the party or parties that firms which will be UnderwritersUnderwriters (who shall become bound by the terms hereof when the Terms Agreement has been entered into), the principal amount to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, Underwriters and the terms of the Purchased Securities not already specified in the Indenture, including, but not limited to, interest rates, maturitymaturities, redemption provisions, provisions and sinking fund requirements, if any. The Each Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment for the Purchased Securities other than any Contract Securities (the "Closing Date"), the place of delivery and payment, as defined below) and any details of the terms of offering that which should be reflected in the prospectus supplement Prospectus Supplement relating to the offering of the Purchased Securities (Securities. Such Prospectus Supplement shall set forth the "terms contained in the Terms Agreement and such other information that you and the Company agree at the time the Terms Agreement is entered into should be included in the Prospectus Supplement. Insofar as any provision of this Agreement is inconsistent with any Terms Agreement, the Terms Agreement shall be deemed to control. Each Terms Agreement shall be substantially in the form of Schedule I hereto, with such changes therein as the Company may approve. Purchased Securities to be purchased by Underwriters are herein referred to as ")Underwriters' Securities," and any Purchased Securities to be purchased pursuant to Delayed Delivery Contracts (as defined below) as hereinafter provided are herein referred to as "Contract Securities." The obligations of the Underwriters to purchase the Underwriters' Securities shall be several and not joint. It is understood that the Underwriters will propose to offer the Purchased Securities for sale as set forth in the Prospectus. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. Except as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may requestProspectus Supplement.

Purchase and Offering. (a) The obligation obligations of the Underwriters to purchase, and the obligation of the Company to sell, purchase the Purchased Securities will be evidenced by an exchange of facsimile transmission telegraphic or other written communications (the "a “Terms Agreement"”) at the each time the Company determines to sell the Purchased Securities. The Each Terms Agreement shall specify (by incorporation by reference or otherwise) the party or parties that firms which will be UnderwritersUnderwriters (who shall become bound by the terms hereof when the Terms Agreement has been entered into), the principal amount to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, Underwriters and the terms of the Purchased Securities not already specified in the Indenture, including, but not limited to, interest rates, maturitymaturities, redemption provisions, provisions and sinking fund requirements, if any. The Each Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment for the Purchased Securities other than any Contract Securities (the "Closing Date"), the place of delivery and payment, as defined below) and any details of the terms of offering that which should be reflected in the prospectus supplement Prospectus Supplement relating to the offering of the Purchased Securities (Securities. Such Prospectus Supplement shall set forth the "terms contained in the Terms Agreement and such other information that you and the Company agree at the time the Terms Agreement is entered into should be included in the Prospectus Supplement"). Insofar as any provision of this Agreement is inconsistent with any Terms Agreement, the Terms Agreement shall be deemed to control. Each Terms Agreement shall be substantially in the form of Schedule I hereto, with such changes therein as the Company may approve. Purchased Securities to be purchased by Underwriters are herein referred to as “Underwriters’ Securities,” and any Purchased Securities to be purchased pursuant to Delayed Delivery Contracts (as defined below) as hereinafter provided are herein referred to as “Contract Securities.” The obligations of the Underwriters to purchase the Underwriters’ Securities shall be several and not joint. It is understood that the Underwriters will propose to offer the Purchased Securities for sale as set forth in the Prospectus. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. Except as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may requestProspectus Supplement.

Purchase and Offering. (a) The obligation obligations of the Underwriters to purchase, and the obligation of the Company to sell, purchase the Purchased Securities will be evidenced by an exchange of facsimile transmission telegraphic or other written communications substantially in the form of Schedule I attached hereto (the "“Terms Agreement"”) at the each time the Company determines to sell the Purchased Securities. The Each Terms Agreement shall specify (by incorporation incorporate by reference or otherwise) the party or parties that provisions of this Agreement, except as otherwise provided therein, and shall specify the firms which will be Underwriters, the principal amount of Purchased Securities to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, Underwriters and the terms of the Purchased Securities not already otherwise specified in the Indenture, including, but not limited to, interest rates, if any, maturity, redemption provisions, provisions and sinking fund requirements, if any. The Each Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment for the Purchased Securities other than any Contract Securities (as defined below) (the "“Closing Date"), the place of delivery and payment, ”) and any details of the terms of offering that which should be reflected in the prospectus supplement relating to the offering of the Purchased Securities (Securities. Such prospectus supplement shall set forth the "Prospectus Supplement"). It is understood terms contained in the Terms Agreement and such other information that the Underwriters will offer Representatives and the Purchased Securities for sale as set forth Company agree at the time of execution of the Terms Agreement should be included in the Prospectusprospectus supplement. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. Except It is understood that the Underwriters propose to offer the Purchased Securities for sale as may otherwise be set forth in the Terms Agreement, the such prospectus supplement. The Purchased Securities will be issued in definitive or book-entry form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. The obligation (a) Particular sales of Designated Securities may be made from time to time to the Underwriters to purchaseof such Securities. These Basic Provisions, and the standing alone, shall not be construed as an obligation of the Company to sellsell any of the Securities or as an obligation of any Underwriters to purchase the Securities. Such obligations shall come into existence only upon execution, the Purchased Securities will be evidenced by an exchange of facsimile transmission or other written communications (the "Terms Agreement") at the time the Company determines and the Representatives named therein, of the Pricing Agreement with respect to sell the Purchased SecuritiesDesignated Securities specified therein. The Terms Each Pricing Agreement shall specify (by incorporation by reference or otherwise) the party or parties that firms which will be UnderwritersUnderwriters and their Representatives (if any), the principal amount of the Designated Securities to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the initial public offering price, and the terms of the Purchased Designated Securities not already specified in the Designated Indenture, including, but not limited to, interest ratesrate (if any), maturity, redemption provisions, provisions and sinking fund requirements, requirements (if any) and whether any of the Designated Securities may be sold pursuant to Delayed Delivery Contracts ("Delayed Delivery Contracts"). The Terms Each Pricing Agreement shall also specify (by incorporation by reference or otherwise) the date, time and date manner of delivery and payment for the Designated Securities. A Pricing Agreement shall be in the form of an executed writing (the "Closing Date"which may be in counterparts), the place and may be evidenced by an exchange of delivery and payment, and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Purchased Securities (the "Prospectus Supplement"). It is understood that the Underwriters will offer the Purchased Securities for sale as set forth in the Prospectusfacsimile transmissions. The obligations of the Underwriters to purchase the Purchased Designated Securities pursuant to any Pricing Agreement shall be several and not joint. Except as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. (a) The obligation obligations of the Underwriters to purchase, and the obligation of the Company to sell, purchase the Purchased Securities will be evidenced by an exchange of facsimile transmission telegraphic or other written communications substantially in the form of Schedule I attached hereto (the "“Terms Agreement"”) at the each time the Company determines to sell the Purchased Securities. The Each Terms Agreement shall specify (by incorporation incorporate by reference or otherwise) the party or parties that provisions of this Agreement, except as otherwise provided therein, and shall specify the firms which will be Underwriters, the principal amount to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, Underwriters and the terms of the Purchased Securities not already otherwise specified in the Indenture, including, but not limited to, interest rates, if any, maturity, redemption provisions, provisions and sinking fund requirements, if any. The Each Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment for the Purchased Securities other than any Contract Securities (the "as defined below) (“Closing Date"), the place of delivery and payment, ”) and any details of the terms of offering that which should be reflected in the prospectus supplement relating to the offering of the Purchased Securities (the "Prospectus Supplement")Securities. It is understood that the Underwriters will offer the Purchased Securities for sale as Such prospectus supplement shall set forth the terms contained in the ProspectusTerms Agreement and such other information that you and the Company agree at the time of execution of the Terms Agreement should be included in the prospectus supplement. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. Except It is understood that the Underwriters propose to offer the Purchased Securities for sale as may otherwise be set forth in the Terms Agreement, the such prospectus supplement. The Purchased Securities will be issued in definitive or book-entry form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. The obligation obligations of the Underwriters to purchase, and the obligation of the Company to sell, purchase the Purchased Securities will be evidenced by an exchange of facsimile transmission telegraphic or other written communications substantially in the form of Schedule I attached hereto (the "“Terms Agreement"”) at the each time the Company determines to sell the Purchased Securities. The Each Terms Agreement shall specify (by incorporation incorporate by reference or otherwise) the party or parties that provisions of this Agreement, except as otherwise provided therein, and shall specify the firms which will be Underwriters, the principal amount of Purchased Securities to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, Underwriters and the terms of the Purchased Securities not already otherwise specified in the Indenture, including, but not limited to, interest rates, if any, maturity, redemption provisions, provisions and sinking fund requirements, if any. The Each Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment for the Purchased Securities (the "“Closing Date"), the place of delivery and payment, ”) and any details of the terms of offering that which should be reflected in the prospectus supplement relating to the offering of the Purchased Securities (Securities. Such prospectus supplement shall set forth the "Prospectus Supplement"). It is understood terms contained in the Terms Agreement and such other information that the Underwriters will offer Representatives and the Purchased Securities for sale as set forth Company agree at the time of execution of the Terms Agreement should be included in the Prospectusprospectus supplement. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. Except It is understood that the Underwriters propose to offer the Purchased Securities for sale as may otherwise be set forth in the Terms Agreement, the such prospectus supplement. The Purchased Securities will be issued in definitive or book-entry form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. The obligation of the Underwriters to ----------------------- purchase, and the obligation of the Company to sell, the Purchased Securities will be evidenced by an exchange of facsimile transmission or other written communications (the "Terms Agreement") at the time the Company determines to sell the Purchased Securities. The Terms Agreement shall specify (by incorporation Incorporation by reference or otherwise) the party or parties that will be Underwriters, the principal amount to be purchased by each, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, and the terms of the Purchased Securities not already specified in the Indenture, including, but not limited to, interest rates, maturity, redemption provisions, and sinking fund requirements, if any. The Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment (the "Closing Date"), the place of delivery and payment, and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Purchased Securities (the "Prospectus Supplement"). It is understood that the Underwriters will offer the Purchased Securities for sale as set forth in the Prospectus. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. Except as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. The obligation (a) Particular sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities for whom the firm or firms designated as representative or representatives of the Underwriters to purchaseof such Designated Securities in the Pricing Agreement relating thereto will act as representative or representatives (as the case may be), and which may include all such Underwriters in the absence of a syndicate (the “Representatives”). This Underwriting Agreement, alone, shall not be construed as an obligation of the Company to sellsell any of the Securities or as an obligation of any Underwriters to purchase any of the Securities. Such obligation shall come into existence only upon execution, the Purchased Securities will be evidenced by an exchange of facsimile transmission or other written communications (the "Terms Agreement") at the time the Company determines and the Representatives named therein, of the Pricing Agreement with respect to sell the Purchased SecuritiesDesignated Securities specified therein. The Terms Each Pricing Agreement shall specify (by incorporation by reference or otherwise) the party or parties that firms which will be UnderwritersUnderwriters and their Representatives, the principal amount and/or the number of the Securities to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the initial public offering price, and the terms of the Purchased Designated Securities not already specified in the Indenture, including, but not limited to, as applicable, currency in which denominated and/or payable, interest ratesrate, maturity, redemption provisions, provisions and sinking fund requirements, requirements (if any), or not already specified in the Warrant Agreement and whether any of the Designated Securities may be sold pursuant to Delayed Delivery Contracts (“Delayed Delivery Contracts”). The Terms Each Pricing Agreement shall also specify (by incorporation by reference or otherwise) the date, time and date manner of delivery and payment for the Designated Securities. A Pricing Agreement shall be in the form of an executed writing (the "Closing Date"which may be in counterparts), the place and may be evidenced by an exchange of delivery and payment, and telegraphic communications or any details other rapid transmission device designed to produce a written record of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Purchased Securities (the "Prospectus Supplement"). It is understood that the Underwriters will offer the Purchased Securities for sale as set forth in the Prospectuscommunications transmitted. The obligations of the Underwriters to purchase the Purchased Securities under this Agreement and each Pricing Agreement shall be several and not joint. Except as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. The obligation (a) Particular sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities for whom the firm or firms designated as representatives of the Underwriters to purchaseof such Designated Securities in the Pricing Agreement relating thereto will act as representatives, and which may include all such Underwriters in the absence of a syndicate (the "Representatives"). This Underwriting Agreement, alone, shall not be construed as an obligation of the Company to sellsell any of the Securities or as an obligation of any Underwriters to purchase any of the Securities. Such obligation shall come into existence only upon execution, the Purchased Securities will be evidenced by an exchange of facsimile transmission or other written communications (the "Terms Agreement") at the time the Company determines and the Representatives named therein, of the Pricing Agreement with respect to sell the Purchased SecuritiesDesignated Securities specified therein. The Terms Each Pricing Agreement shall specify (by incorporation by reference or otherwise) the party or parties that firms which will be UnderwritersUnderwriters and their Representatives, the principal amount and/or the number of the Designated Securities to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation the initial public offering price and (if the Designated Securities are debt securities or commissions to be paid to Underwriters, the offering price, and preferred stock) the terms of the Purchased Designated Securities not already specified (in the IndentureIndenture if the Designated Securities are debt securities), including, but not limited to, as applicable, currency in which denominated and/or payable, interest ratesrate (if debt securities), maturitydividend rate (if preferred stock), maturity (if debt securities), conversion provisions, redemption provisions, provisions and sinking fund requirements, requirements (if any), or not already specified in the Warrant Agreement (if the Designated Securities are debt warrants) and whether any of the Designated Securities may be sold pursuant to Delayed Delivery Contracts ("Delayed Delivery Contracts"). The Terms Each Pricing Agreement shall also specify (by incorporation by reference or otherwise) the date, time and date manner of delivery and payment for the Designated Securities. A Pricing Agreement shall be in the form of an executed writing (the "Closing Date"which may be in counterparts), the place and may be evidenced by an exchange of delivery and payment, and telegraphic communications or any details other rapid transmission device designed to produce a written record of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Purchased Securities (the "Prospectus Supplement"). It is understood that the Underwriters will offer the Purchased Securities for sale as set forth in the Prospectuscommunications transmitted. The obligations of the Underwriters to purchase the Purchased Securities underwriters under this Agreement and each Pricing Agreement shall be several and not joint. Except as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. (a) The obligation obligations of the Underwriters to purchase, and the obligation of the Company to sell, purchase the Purchased Securities will be evidenced by an exchange of facsimile transmission telegraphic or other written communications substantially in the form attached as Exhibit A hereto (the a "Terms Agreement") at the each time the Company determines Issuers determine to sell the Purchased Securities, with such other provisions which the Representatives and the Issuers shall agree upon. The Each Terms Agreement shall specify (by incorporation by reference or otherwise) the party or parties that firms which will be UnderwritersUnderwriters (who shall become bound by the terms hereof when the Terms Agreement has been entered into), the principal amount to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, Underwriters and the terms of the Purchased Securities not already specified in the IndentureSecurities, including, but not limited to, interest dividend rates, maturitymaturities, redemption provisions, provisions and sinking fund requirements, if any. The Each Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment for the Purchased Securities other than any Contract Securities (the "Closing Date"), the place of delivery and payment, as defined in Section 2(c) hereof) and any details of the terms of offering that which should be reflected in the prospectus supplement Prospectus Supplement relating to the offering of the Purchased Securities (Securities. Such Prospectus Supplement shall set forth the "terms contained in the Terms Agreement and such other information that you and the Issuers agree at the time the Terms Agreement is entered into should be included in the Prospectus Supplement. Insofar as any provision of this Agreement is inconsistent with any provision of the applicable Terms Agreement, the Terms Agreement shall be deemed to control. Purchased Securities to be purchased by Underwriters are herein referred to as ")Underwriters' Securities", and any Purchased Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein referred to as "Contract Securities". The obligations of the Underwriters to purchase the Underwriters' Securities shall be several and not joint. It is understood that the Underwriters will propose to offer the Purchased Securities for sale as set forth in such Prospectus Supplement. (b) Payment of the Prospectuspurchase price for the Underwriters' Securities shall be made to the Trust or its order in immediately available funds (same day), against delivery of the Underwriters' Securities to you for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M. New York time on the date of delivery specified in the Terms Agreement (unless another time not later than 10:00 A.M. New York time on the fifth Business Day thereafter shall be agreed to by you and the Trust or unless postponed in accordance with the provisions of Section 7 hereof). The obligations time and date that such payment and delivery are actually made is herein sometimes referred to as the "Closing Date". The Underwriters' Securities shall be delivered to you in definitive form, in temporary or final form, and in such names and denominations as you shall request at least one Business Day prior to the Closing Date by written notice to the Trust. For the purpose of expediting the checking and packaging of the Underwriters' Securities by you, the Trust agrees to make them available to you for such purpose before the close of business on the Business Day prior to the Closing Date. (c) If any Terms Agreement provides for sales of Purchased Securities pursuant to Delayed Delivery Contracts, the Trust authorizes the Underwriters to solicit offers to purchase Contract Securities pursuant to Delayed Delivery Contracts substantially in the form of Schedule I attached hereto (the "Delayed Delivery Contracts") with such changes therein as the Trust may approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. At the time of purchase the Purchased Securities shall be several and not joint. Except Trust will pay you as may otherwise be compensation, for the accounts of the Underwriters, the compensation set forth in such Terms Agreement in respect of the Terms Agreement, principal amount of Contract Securities. The Underwriters will not have any responsibility in respect of the Purchased Securities will be in definitive form and in such denominations and registered in such names as validity or the Underwriters may request.performance of Delayed Delivery Contracts. If the Trust 6

Purchase and Offering. The obligation of the Underwriters to purchase, and the obligation of the Company to sell, the Purchased Securities will be evidenced by an exchange the execution and delivery of facsimile transmission or other written communications a Terms Agreement substantially in the form of Exhibit A hereto (the "“Terms Agreement"”) at the time the Company determines to sell the Purchased Securities. The Terms Agreement shall specify (by incorporation by reference or otherwise) the party or parties that will be Underwriters, the principal amount to be purchased by each, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, and the terms of the Purchased Securities not already specified in the Indenture, including, but not limited to, interest rates, maturity, redemption provisions, and sinking fund requirements, if any. The Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment (the "“Closing Date"”), the place of delivery and payment, and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Purchased Securities and filed pursuant to Rule 424(b) (the "“Prospectus Supplement"”). It is understood that the Underwriters will offer the Purchased Securities for sale as set forth in the Prospectus. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. Except as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. (a) The obligation obligations of the Underwriters to purchase, and purchase the obligation of the Company to sell, the Purchased Securities will be evidenced by an exchange of facsimile transmission or other written communications an agreement in substantially the form of Annex A hereto (the "each, a “Terms Agreement"”) at the each time the Company determines to sell the Purchased Securities. The Each Terms Agreement shall specify (by incorporation by reference or otherwise) the party or parties that firms who will be UnderwritersUnderwriters (who shall become bound by the terms hereof when the Terms Agreement has been entered into), the firms designated by such Underwriters to act as representatives on behalf of the several Underwriters (the “Representatives”), the principal amount to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, Underwriters and the terms of the Purchased Securities not already specified in the Indenture, including, but not limited to, interest rates, maturitymaturities, redemption provisions, and sinking fund requirements, if any. The Each Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment (for the "Closing Date"), the place of delivery and payment, Securities and any details of the terms of offering that should be reflected in the prospectus supplement or any pricing supplement relating to the offering of the Purchased Securities (the "together, a “Prospectus Supplement"”). It is understood that the Underwriters will offer the Purchased Securities for sale as Such Prospectus Supplement shall set forth the terms contained in the ProspectusTerms Agreement and such other information that you and the Company agree at the time the Terms Agreement is entered into should be included in the Prospectus Supplement. Insofar as any provision of this Agreement is inconsistent with any Terms Agreement, the Terms Agreement shall be deemed to control. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. Except It is understood that the Underwriters propose to offer the Securities for sale as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may requestProspectus Supplement.

Purchase and Offering. The obligation of the Underwriters to purchase, and the obligation of the Company to sell, the Purchased Securities will be evidenced by an exchange the execution and delivery of facsimile transmission or other written communications a Terms Agreement substantially in the form of Exhibit A hereto (the "“Terms Agreement"”) at the time the Company determines to sell the Purchased Securities. The Terms Agreement shall specify (by incorporation by reference or otherwise) the party or parties that will be Underwriters, the principal amount to be purchased by each, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, and the terms of the Purchased Securities not already specified in the Indenture, including, but not limited to, interest rates, maturity, redemption provisions, and sinking fund requirements, if any. The Terms Agreement shall also specify (by incorporation by reference or otherwise) the Applicable Time, the time and date of delivery and payment (the "“Closing Date"”), the place of delivery and payment, and any details of the material terms of offering that should be reflected in the prospectus supplement Pricing Disclosure Package and the Prospectus relating to the offering of the Purchased Securities (the "Prospectus Supplement")Securities. It is understood that the Underwriters will offer the Purchased Securities for sale as set forth in the Pricing Disclosure Package and the Prospectus. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. Except as may otherwise be set forth in the Terms Agreement, the Purchased Securities will be in definitive form and in such denominations and registered in such names as the Underwriters may request.

Purchase and Offering. (a) The obligation obligations of the Underwriters to purchase, and the obligation of the Company to sell, purchase the Purchased Securities will be evidenced by an exchange of facsimile transmission telegraphic or other written communications substantially in the form attached as Exhibit A hereto (the a "Terms Agreement") at the each time the Company determines Issuers determine to sell the Purchased Securities, with such other provisions which the Representatives and the Issuers shall agree upon. The Each Terms Agreement shall specify (by incorporation by reference or otherwise) the party or parties that firms which will be UnderwritersUnderwriters (who shall become bound by the terms hereof when the Terms Agreement has been entered into), the principal amount to be purchased by eacheach Underwriter, the purchase price to be paid by the Underwriters, any compensation or commissions to be paid to Underwriters, the offering price, Underwriters and the terms of the Purchased Securities not already specified in the IndentureSecurities, including, but not limited to, interest distribution rates, maturitymaturities, redemption provisions, provisions and sinking fund requirements, if any. The Each Terms Agreement shall also specify (by incorporation by reference or otherwise) the time and date of delivery and payment for the Purchased Securities other than any Contract Securities (the "Closing Date"), the place of delivery and payment, as defined below) and any details of the terms of offering that which should be reflected in the prospectus supplement Prospectus Supplement relating to the offering of the Purchased Securities (Securities. Such Prospectus Supplement shall set forth the "terms contained in the Terms Agreement and such other information that you and the Issuers agree at the time the Terms Agreement is entered into should be included in the Prospectus Supplement. Insofar as any provision of this Agreement is inconsistent with any provision of the applicable Terms Agreement, the Terms Agreement shall be deemed to control. Purchased Securities to be purchased by Underwriters are herein referred to as ")Underwriters' Securities", and any Purchased Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein referred to as "Contract Securities". The obligations of the Underwriters to purchase the Underwriters' Securities shall be several and not joint. It is understood that the Underwriters will propose to offer the Purchased Securities for sale as set forth in the Prospectussuch Prospectus Supplement. The obligations (b) Payment of the Underwriters to purchase price (the "Purchase Price") for the Purchased Securities shall be several and not joint. Except Securities, as may otherwise be set forth in the Terms Agreement, shall be made to the order of the Trust in immediately available (same day) funds against delivery to the nominee of The Depository Trust Company for the accounts of the Underwriters or such other persons designated in writing by the Underwriters of one or more global securities representing the Purchased Securities will be (the "Global Security"), with any transfer taxes payable in definitive form and in such denominations and registered in such names as connection with the Underwriters may request.6