Common use of Purchase and Sale Clause in Contracts

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amount amounts of the Securities set forth opposite such each respective Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ”. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III IV hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwritersunderwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amount amounts of the Securities set forth opposite such each respective Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwritersunderwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage purchase price set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial Shares shall be set forth in a separate written instrument (the "Pricing Agreement") signed by the Representatives and the Company, the form of which is attached hereto as Schedule IV. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per share to be paid by the several Underwriters for the Initial Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement among the Representatives and the Company. (c) In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the "Date of Delivery") shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date (as defined below). If the option is exercised as to all or any portion of the Option Shares, the Option Shares as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial Shares underwriting obligations as set forth on Schedule II.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to, and the Guarantor agrees to cause the Company to, sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ” If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III IV hereto but with such changes therein as the Company and the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay pay, and the Guarantor will cause the Company to pay, to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into into, and the Guarantor will cause the Company to enter into, Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "“Contract Securities." ” If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II heretotherein at a price per Option Security equal to the price per Initial Underwritten Security, except thatless an amount equal to any dividends declared by the Company and paid or payable on the Initial Underwritten Securities but not on the Option Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided below. in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. (c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of Xxxxxxx and Xxxxxx, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other place as shall be agreed upon by you and the Company, at 10:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 p.m., New York City time, on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned offices of Xxxxxxx and Xxxxxx, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer or certified or official bank check or checks in Federal or similar same-day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedPROVIDED, howeverHOWEVER, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Initial Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Initial Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage purchase price set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial Shares shall be set forth in a separate written instrument (the "Pricing Agreement") signed by the Representatives and the Company, the form of which is attached hereto as Schedule IV. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per share to be paid by the several Underwriters for the Initial Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement among the Representatives and the Company. (c) In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the "Date of Delivery") shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date (as defined below). If the option is exercised as to all or any portion of the Option Shares, the Option Shares as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial Shares underwriting obligations as set forth on Schedule II.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amount amounts of the Securities set forth opposite such each respective Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be evidenced by the Terms Agreement. The Terms Agreement shall specify the number of Underwritten Securities to be initially issued (the “Initial Underwritten Securities”), the names of the Underwriters participating in such offering (subject to substitution as provided in Section 10 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the names of the Underwriters acting as co-managers, if any, in connection with such offering, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the time and place of delivery and payment, any delayed delivery arrangements and any other terms of the Initial Underwritten Securities pursuant to which they are being issued (including, but not limited to, designations, redemption provisions and sinking fund requirements). In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters, an option to purchase additional Underwritten Securities subject to such option (the “Option Securities”). As used herein, the term “Underwritten Securities” shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the Terms Agreement relating to sell any Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters, named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per share as is applicable to the Initial Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by the Representative to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days and not earlier than two full business days after the exercise of said option, unless otherwise agreed upon by the Representative and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has agreed to purchase as set forth in Schedule II hereto less the respective amounts related Terms Agreement bears to the total number of Contract Securities determined Initial Underwritten Securities, subject to such adjustments as provided belowthe Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Payment of the purchase price for, and delivery of, the Initial Underwritten Securities to be purchased by the Underwriters shall be made at the office of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 10;00 A.M., New York City time, on the fifth business day (unless postponed in accordance with the provisions of Section 10) following the date of the Terms Agreement or such other time as shall be agreed upon by the Representative and the Company (each such time and date being referred to as a “Closing Time”). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned office of Sidley Austin LLP, or at such other place as shall be agreed upon by the Representative and the Company on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by certified or official bank check or check in New York Clearing House or similar next day funds payable to the order of the Company against delivery to the Representative for the respective accounts of the Underwriters of the Underwritten Securities to be purchased pursuant by them. Certificates for such Underwritten Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." the applicable Closing Time or Date of Delivery, as the case may be. Such certificates will be made available for examination and packaging by the Representative on or before the first business day prior to Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"), ”) substantially in the form of Schedule III Exhibit A hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the RepresentativesRepresentative at Closing Time, for the account accounts of the Underwriters, on the Closing Date, fee specified in the percentage set forth in Schedule I hereto Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at Closing Time. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types set forth in the Prospectus Supplement. At Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount Representative shall submit to the Company, at least three business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise the Representative, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion Representative to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Purchased Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Purchased Securities pursuant to delayed delivery arrangements, the respective principal amounts of Purchased Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Purchased Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Purchased Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Purchased Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, as a fee, the percentage set forth in Schedule I hereto of the principal amount of the Purchased Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Purchased Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Purchased Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Purchased Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to, and the Guarantor agrees to cause the Company to, sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount number of shares of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company and the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay pay, and the Guarantor will cause the Company to pay, to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into into, and the Guarantor will cause the Company to enter into, Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. (a) (i) Subject to the terms and ------------------ conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of shares of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts number of shares of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts number of shares of Contract Securities determined as provided in Section 2(a)(ii) below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities"." (ii) If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount aggregate liquidation preference of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount number of shares set forth in Schedule I hereto and the aggregate principal amount number of shares of Contract Securities may not exceed the maximum aggregate principal amount number of shares set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount number of shares of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount the number of shares which shall bear the same proportion to the total principal amount number of shares of Contract Securities as the principal amount number of shares of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount number of shares set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount -------- ------- number of shares of Securities to be purchased by all Underwriters shall be the aggregate principal amount number of shares set forth in Schedule II hereto less the aggregate principal amount number of shares of Contract Securities. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, the Option Securities at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of the Final Prospectus upon written or telegraphic notice by the Representatives to the Company setting forth the number of shares of the Option Securities as to which the several Underwriters are exercising the option and the settlement date. Delivery of certificates for the shares of Option Securities, and payment therefor, shall be made as provided in Section 3 hereof. The number of shares of the Option Securities to be purchased by each Underwriter shall be the number of shares which shall bear the same proportion to the total number of shares of the Option Securities to be purchased by the several Underwriters an the number of shares of Securities set forth opposite the name of such Underwriter bears to the aggregate number of shares set forth in Schedule II hereto, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Issuer agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyIssuer, at the purchase price set forth in Schedule I hereto, the respective principal amount amounts of the Securities set forth opposite such each respective Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ”. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company Issuer pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III IV hereto but with such changes therein as the Company Issuer may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company Issuer will pay to the Representatives, for the account of the Underwritersunderwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company Issuer will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company Issuer but, except as the Company Issuer may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company Issuer in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each of the Company and the Guarantor agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Guarantor, at the purchase price for the Securities set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company and the Guarantor pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company or the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company and the Guarantor will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company and the Guarantor in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of the Designated Securities, the several Underwriters propose to offer the Designated Securities for sale upon the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be Prospectus as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize amended or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionssupplemented. The Company will enter into Delayed Delivery Contracts may specify in all cases where sales of Contract the Pricing Agreement applicable to any Designated Securities arranged by that the Company thereby grants to the Underwriters have been approved by the Company butright (an “Over-allotment Option”) to purchase, except as the Company may otherwise agreeat their election, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and up to the aggregate principal amount of Contract Optional Securities set forth in such Pricing Agreement, on the terms set forth in the Pricing Prospectus and the Prospectus, as amended or supplemented, for the sole purpose of covering over-allotments in the sale of the Firm Designated Securities. Any such election to purchase Optional Securities may not exceed be exercised by written notice from the maximum Representatives to the Company, given within a period specified in the Pricing Agreement, setting forth the aggregate principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless the Representatives and the Company otherwise agree in writing, earlier than or later than the respective number of business days after the date of such notice set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contractssuch Pricing Agreement. The principal amount of Optional Securities, if any, to be added to the principal amount of Firm Designated Securities to be purchased by each Underwriter (as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion I to the total principal amount of Contract Securities as applicable Pricing Agreement) shall be, in each case, the principal amount of Optional Securities set forth opposite in the name applicable Pricing Agreement, provided that, if such principal amount of Optional Securities is not set forth in the applicable Pricing Agreement, the principal amount of Optional Securities to be so added shall be, in each case, that proportion of Optional Securities which the principal amount of Firm Designated Securities to be purchased by such Underwriter under such Pricing Agreement bears to the aggregate principal amount set forth in Schedule II hereto, except of Firm Designated Securities (rounded as the Representatives may determine to the extent that you determine that such reduction shall be otherwise than nearest $1,000 in such proportion and so advise the Company in writing; provided, however, that the principal amount). The total principal amount number of Designated Securities to be purchased by all the Underwriters pursuant to such Pricing Agreement shall be the aggregate principal amount number of Firm Designated Securities set forth in Schedule II hereto less I to such Pricing Agreement plus the aggregate principal amount number of Contract SecuritiesOptional Securities which the Underwriters elect to purchase pursuant to such Pricing Agreement.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount or number of the shares or Units of Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, in the case of Debt Securities, if Schedule I hereto provides for the sale of such Debt Securities pursuant to delayed delivery arrangements, the respective principal amounts amount of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities"." (b) If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III II hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Debt Securities for which such Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and companies, educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where such sales of Contract Securities arranged by the Underwriters have been approved by the Company (it being understood that the Company may reasonably withhold such approval) but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount set forth in Schedule I hereto and the aggregate principle amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms conditions set forth in this Agreement, HSBC TFS agrees to sell to BFC, and conditions BFC agrees to purchase from HSBC TFS, from time to time, on a “checks cleared” basis, an undivided ownership interest in, and in reliance upon an amount equal to the Applicable Percentage of, all of HSBC TFS’s right, title and interest in and to each Pool RAL hereafter created, including all monies due or to become due with respect thereto and all Collections pertaining thereto and other proceeds (as defined in the UCC as in effect in the State of Delaware) thereof (a “Participation Interest”). Subject to the conditions set forth herein BFC agrees to pay for, purchase and accept all Participation Interests from time to time as provided herein. Except for the representations and warranties herein set forthexpressly made by HSBC TFS in this Agreement, Participation Interests (and acquisition thereof by BFC) shall be without recourse to HSBC TFS. HSBC TFS represents and warrants to BFC that the Company agrees Pool RALs were originated in compliance with the Final Credit Criteria and Final RAL and RAC Fees (as defined in the Second Amended and Restated RAL Operations Agreement) and applicable law, excluding, however, any failure to sell comply which results from (i) any misrepresentation or omission to each Underwriter state a material fact by a RAL Customer, or (ii) action or inaction by any Block Office, Major Franchisee or subfranchisee of a Major Franchisee to perform its explicit obligations under this Agreement, or a corporate franchise agreement between Block Services and each Underwriter agreesa Corporate Franchise, severally a Major Franchisee RAL Agreement, or a subfranchisee agreement relating to the RAL Program between a Major Franchisee and not jointlya subfranchisee, as applicable (except for any action or inaction by such entities due to purchase from changes to the Company, at RAL Program required by the purchase price RAL Originator or HSBC TFS outside of the deadlines set forth in Schedule I hereto, the principal amount of the Securities set forth opposite this Agreement for any such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securitieschanges)." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.you

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ” If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III IV hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage fee set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial Shares shall be set forth in a separate written instrument (the “Pricing Agreement”) signed by the Representatives and the Company, the form of which is attached hereto as Schedule V. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per share to be paid by the several Underwriters for the Initial Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement among the Representatives and the Company. (c) [In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the “Date of Delivery”) shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Shares, the Option Shares as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial Shares underwriting obligations as set forth on Schedule II.]

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, II to the applicable Pricing Agreement the principal amount or number of shares of the Securities set forth opposite such Underwriter's ’s name in Schedule II heretoI to the applicable Pricing Agreement, except that, if Schedule I hereto II to the applicable Pricing Agreement provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto I to the applicable Pricing Agreement less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ” If so provided in Schedule I hereto, II to the applicable Pricing Agreement the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III Annex II hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the RepresentativesUnderwriters, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto II to the applicable Pricing Agreement of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsinstitutions that are not prohibited from purchasing the Securities. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto II to the applicable Pricing Agreement and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretoII to the applicable Pricing Agreement. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto I to the applicable Pricing Agreement shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoI to the applicable Pricing Agreement, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto I to the applicable Pricing Agreement less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to, and the Guarantor agrees to cause the Company to, sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ” If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III IV hereto but with such changes therein as the Company and the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay pay, and the Guarantor will cause the Company to pay, to the RepresentativesRepresentative, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into into, and the Guarantor will cause the Company to enter into, Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject The several commitments of the Underwriters to purchase Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at . Payment of the purchase price set forth in Schedule I heretofor, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II heretoand delivery of, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Securities to be purchased by the Underwriters are herein sometimes called shall be made at such place as shall be set forth in the "Underwriters' Securities" Terms Agreement (which, in the case of Securities in bearer form, shall be at a place located outside of the United States), at 10:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of the Terms Agreement or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the “Closing Time”). Payment shall be made to the Company by wire transfer in immediately available funds to the order of the Company against delivery to you for the respective accounts of the Underwriters of the Securities to be purchased pursuant by them (unless such Securities are issuable only in the form of a single global Security registered in the name of a depository or a nominee of a depository, in which event the Underwriters’ interest in such global certificate shall be noted in a manner satisfactory to Delayed Delivery Contracts hereinafter provided are herein called "Contract the Underwriters and their counsel). Such Securities shall be in such denominations and registered in such names as you may request in writing at least two business days prior to the Closing Time. Such Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to may solicit offers to purchase Senior Debt Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"), ”) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account accounts of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of a fee relating to the principal amount of the Senior Debt Securities for which Delayed Delivery Contracts are mademade at Closing Time as is specified in the Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The At Closing Time the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth of Senior Debt Securities per Delayed Delivery Contract specified in Schedule I hereto the Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Senior Debt Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The You are to submit to the Company, at least two business days prior to Closing Time, the name of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Senior Debt Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Senior Debt Securities to be covered by each such Delayed Delivery Contact. The principal amount of Senior Debt Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the principal amount of Senior Debt Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount of Senior Debt Securities to be purchased by all Underwriters shall be the aggregate principal total amount set forth in Schedule II hereto of Senior Debt Securities covered by the Terms Agreement, less the aggregate principal amount of Contract SecuritiesSenior Debt Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be evidenced by the Terms Agreement. The Terms Agreement shall specify the number of Underwritten Securities to be initially issued (the "Initial Underwritten Securities"), the names of the 3 Underwriters participating in such offering (subject to substitution as provided in Section 8 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the time and place of delivery and payment, any delayed delivery arrangements and any other terms of the Initial Underwritten Securities pursuant to which they are being issued (including, but not limited to, designations, conversion provisions, redemption provisions and sinking fund requirements). In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters an option to purchase additional Underwritten Securities subject to such option (the "Option Securities"). As used herein, the term Underwritten Securities shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the Terms Agreement relating to sell any Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters, named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per share as is applicable to the Initial Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the Terms Agreement after the Closing Time (as hereinafter defined) relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purchase of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by the Representative(s) to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by the Representative(s), but shall not be later than ten full business days and not earlier than two full business days after the exercise of said option, unless otherwise agreed upon by the Representative(s) and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has agreed to purchase as set forth in Schedule II hereto less the respective amounts related Terms Agreement bears to the total number of Contract Securities determined Initial Underwritten Securities, subject to such adjustments as provided belowthe Representative(s) in (your) (their) discretion shall make to eliminate any sales or purchases of fractional shares. Payment of the purchase price for, and delivery of, any Initial Underwritten Securities to be purchased by the Underwriters are herein sometimes called shall be made at the "Underwriters' Securities" office of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative(s) and Securities to be purchased the Company, at (9:00) A.M., New York City time, on the third or fourth business day (unless otherwise permitted by the Commission pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided Rule 15e6-1 of the Exchange Act or postponed in Schedule I hereto, accordance with the Underwriters are authorized to solicit offers to purchase Securities from provisions of Section 8) following the date of the Terms Agreement or such other time as shall be agreed upon by the Representative(s) and the Company pursuant (each such time and date being referred to delayed delivery contracts (as a "Delayed Delivery ContractsClosing Time"). In addition, substantially in the form event that any or all of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of Option Securities are purchased by the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto payment of the principal amount purchase price for, and delivery of certificates representing, such Option Securities, shall be made at the above-mentioned office of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, or at such other place as shall be agreed upon by the Representative(s) to the Company. Payment shall be made to the Company by wire transfer of immediately available (same-day) funds, against delivery to the Representative(s) for the respective accounts of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Underwritten Securities to be purchased by each Underwriter as set forth in Schedule II hereto them. Certificates for such Underwritten Securities shall be reduced by an amount which shall bear in such denominations and registered in such names as the same proportion Representative(s) may request in writing at least two business days prior to the total principal amount applicable Closing Time or Date of Contract Securities Delivery, as the principal amount case may be. Such certificates or receipts will be made available for examination and packaging by the Representative(s) on or before the first business day prior to Closing Time or Date of Securities set forth opposite Delivery, as the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.case may be. 4

Purchase and Sale. Subject The several commitments of the Underwriters to purchase Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at . Payment of the purchase price set forth in Schedule I heretofor, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II heretoand delivery of, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Securities to be purchased by the Underwriters are herein sometimes called shall be made at such place as shall be set forth in the Terms Agreement (which, in the case of Securities in bearer form, shall be at a place located outside of the United States), at 10:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of the Terms Agreement or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the "Underwriters' Securities" and Closing Time"). Payment shall be made to the Company by wire transfer in immediately available funds to the order of the Company against delivery to you for the respective accounts of the Underwriters of the Securities to be purchased pursuant by them (unless such Securities are issuable only in the form of a single global Security registered in the name of a depository or a nominee of a depository, in which event the Underwriters' interest in such global certificate shall be noted in a manner satisfactory to Delayed Delivery Contracts hereinafter provided are herein called "Contract the Underwriters and their counsel). Such Securities shall be in such denominations and registered in such names as you may request in writing at least two business days prior to the Closing Time. Such Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to Closing Time. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to may solicit offers to purchase Senior Debt Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account accounts of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of a fee relating to the principal amount of the Senior Debt Securities for which Delayed Delivery Contracts are mademade at Closing Time as is specified in the Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The At Closing Time the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth of Senior Debt Securities per Delayed Delivery Contract specified in Schedule I hereto the Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Senior Debt Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The You are to submit to the Company, at least two business days prior to Closing Time, the name of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Senior Debt Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Senior Debt Securities to be covered by each such Delayed Delivery Contact. The principal amount of Senior Debt Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the principal amount of Senior Debt Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount of Senior Debt Securities to be purchased by all Underwriters shall be the aggregate principal total amount set forth in Schedule II hereto of Senior Debt Securities covered by the Terms Agreement, less the aggregate principal amount of Contract SecuritiesSenior Debt Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject (a) Cargill shall purchase from Mosaic 100% of its Phosphate and Potash requirements of Products for retail distribution during each Fiscal Year, provided however that Cargill shall not be required to purchase Product from Mosaic in the event Mosaic’s terms are not competitive with those of its competitors, considering quality, delivery periods, suitability, warranty, reliability and price. (b) Cargill shall be permitted to re-sell Product purchased from Mosaic pursuant to the terms and conditions and hereof to retail crop input dealers in reliance upon which Cargill has an equity interest greater than 20%. (c) Notwithstanding anything to the representations and warranties herein contrary set forthout herein, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, if Cargill is able to purchase from the Company, Product at the purchase same or similar specifications as affixed by Mosaic at a net delivered price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts at least two ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not $2.00) dollars per metric tonne less than the minimum principal amount set forth net delivered price payable by Cargill to Mosaic in Schedule I hereto accordance with this Agreement, Mosaic shall have 48 hours from written notification from Cargill to advise Cargill whether: (i) Mosaic elects to sell the Product at prices equal to or less than the alternative source net delivered price for similar quantities, delivery modes, delivery periods and payment dates, in which case Cargill shall continue to purchase its requirements of Product from Mosaic; or (ii) Mosaic elects not to meet the aggregate principal amount of Contract Securities alternative source net delivered price for similar quantities, delivery modes, delivery periods and payment dates, in which case Cargill may not exceed purchase such quantities from the maximum aggregate principal amount set forth in Schedule I heretoalternate source. The Underwriters will not have any responsibility in respect of In such circumstances the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto Nominated Volume for the relevant period shall be reduced by an the amount which shall bear all such quantities purchased from alternative sources by Cargill during such period. (d) In the same proportion event of product shortages, Cargill’s unfilled orders will be filled on a pro rata basis with other shared value customers. (e) Mosaic will offer pricing and terms on products and services that is at least equal to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears lowest pricing or longest terms being offered to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesretailers for product during a similar time period.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to, and the Guarantor agrees to cause the Company to, sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company and the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay pay, and the Guarantor will cause the Company to pay, to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into into, and the Guarantor will cause the Company to enter into, Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and ------------------ in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors institu- tional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Secu- rities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, -------- however, that the total principal amount of Securities to be purchased by ------- all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The If so specified, the Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts Contracts, if any, are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions, or such other types of investors as may be set forth in the Final Prospectus, and shall be subject to other conditions therein set forth. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II 11 hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III IV hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing DateDate (as defined below), the percentage purchase price set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial Shares shall be set forth in a separate written instrument (the "Pricing Agreement") signed by the Representatives and the Company, the form of which is attached hereto as Schedule V. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per share to be paid by the several Underwriters for the Initial Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement among the Representatives and the Company. (c) In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once by written notice) only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of delivery (the "Date of Delivery") shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date (as defined below). If the option is exercised as to all or any portion of the Option Shares, the Option Shares as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial Shares underwriting obligations as set forth on Schedule II.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon of this Agreement, at the representations and warranties herein set forthClosing, the Company agrees to issue and sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount CaymanCo Shareholder that number of the Securities Subscription Shares set forth opposite such Underwriter's CaymanCo Shareholder’s name in on Schedule II heretoA-1, except that, if Schedule I hereto provides for the sale of Securities pursuant and each CaymanCo Shareholder agrees to delayed delivery arrangements, the respective principal amounts of Securities (i) sell to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form that number of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities CaymanCo Shares set forth opposite the such CaymanCo Shareholder’s name of such Underwriter bears on Schedule A-1 and (ii) pay, or cause to be paid, to the aggregate principal Company that amount in cash set forth in opposite such CaymanCo Shareholder’s name on Schedule II hereto, except A-1. (b) Each CaymanCo Shareholder hereby agrees that the Company’s obligation to issue Subscription Shares to such CaymanCo Shareholder at the Closing under Section 2.01(a) shall be satisfied by issuing (and each CaymanCo Shareholder hereby instructs and directs the Company to issue) its Subscription Shares to the extent that you determine applicable CaymanCo Shareholder Affiliate set forth opposite such CaymanCo Shareholder’s name on Schedule A-1 at the Closing. Each CaymanCo Shareholder and its CaymanCo Shareholder Affiliate hereby agree that such reduction CaymanCo Shareholder has designated its CaymanCo Shareholder Affiliate as the Person subscribing for the Subscription Shares for the purposes of Section 1.7 of the Restructuring Framework Agreement. (c) Subject to the terms and conditions of this Agreement, each UEC Option Holder agrees that at the Closing, all of the UEC Options of each UEC Option Holder then issued and outstanding shall terminate and become the right to receive Subscription Shares and Company Options in accordance with the terms of this Agreement, and the Company agrees to (i) issue and sell to each UEC Option Holder that number of Subscription Shares set forth opposite such UEC Option Holder’s name on Schedule A-2 at the Closing and (ii) grant each UEC Option Holder that number of Company Options set forth opposite such UEC Option Holder’s name on Schedule A-2 at or after the Closing. (d) Each UEC Option Holder hereby agrees that the Company’s obligation to issue Subscription Shares to such UEC Option Holder at the Closing under Section 2.01(c)(i) shall be otherwise than in such proportion satisfied by issuing (and so advise each UEC Option Holder hereby instructs and directs the Company in writing; provided, however, that to issue) the total principal amount of Securities Subscription Shares to be purchased by all Underwriters shall be the aggregate principal amount applicable UEC Option Holder Affiliate set forth in opposite such UEC Option Holder’s name on Schedule II hereto less A-2 at the aggregate principal amount of Contract SecuritiesClosing.

Purchase and Sale. Subject The several commitments of the Underwriters to purchase Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at . Payment of the purchase price set forth in Schedule I heretofor, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II heretoand delivery of, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Securities to be purchased by the Underwriters are herein sometimes called shall be made at such place as shall be set forth in the "Underwriters' Securities" Terms Agreement, at 10:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of the Terms Agreement or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the “Closing Time”). Payment shall be made to the Company by wire transfer in immediately available funds to the order of the Company against delivery to you for the respective accounts of the Underwriters of the Securities to be purchased pursuant by them (unless such Securities are issuable only in the form of a single global Security registered in the name of a depository or a nominee of a depository, in which event the Underwriters’ interest in such global certificate shall be noted in a manner satisfactory to Delayed Delivery Contracts hereinafter provided are herein called "Contract the Underwriters and their counsel). Such Securities shall be in such denominations and registered in such names as you may request in writing at least two business days prior to the Closing Time. Such Securities." , which may be in temporary form, will be made available for examination by you on or before the first business day prior to the Closing Time. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to may solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"), ”) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account accounts of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of a fee relating to the principal amount of the Securities for which Delayed Delivery Contracts are mademade at Closing Time as is specified in the Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The At Closing Time the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth of Securities per Delayed Delivery Contract specified in Schedule I hereto the Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The You are to submit to the Company, at least two business days prior to Closing Time, the name of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Securities to be covered by each such Delayed Delivery Contact. The principal amount of Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the principal amount of Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal total amount set forth in Schedule II hereto of Securities covered by the Terms Agreement, less the aggregate principal amount of Contract SecuritiesSecurities covered by Delayed Delivery Contracts.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial [Warrants][Units] set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial [Warrants][Units] pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial [Warrants][Units] to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities [Warrants][Units] to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities [Warrants][Units] to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial [Warrants][Units] from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage purchase price set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial [Warrants][Units] for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial [Warrants][Units] set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial [Warrants][Units] to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial [Warrants][Units] set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial [Warrants][Units] to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial [Warrants][Units] shall be set forth in a separate written instrument (the "Pricing Agreement") signed by the Representatives and the Company, the form of which is attached hereto as Schedule IV. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per [warrant][unit] to be paid by the several Underwriters for the Initial [Warrants][Units] shall be an amount equal to the initial public offering price, less an amount per [warrant][unit] to be determined by agreement among the Representatives and the Company. (c) In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ Option [Warrants][Units] at the same price per share determined as provided above for the Initial [Warrants][Units]. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option [Warrants][Units] as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the "Date of Delivery") shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date (as defined below). If the option is exercised as to all or any portion of the Option [Warrants][Units], the Option [Warrants][Units] as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial [Warrants][Units] underwriting obligations as set forth on Schedule II.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ” If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III V hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage fee set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial Shares shall be set forth in a separate written instrument (the “Pricing Agreement”) signed by the Representatives and the Company, the form of which is attached hereto as Schedule V. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per share to be paid by the several Underwriters for the Initial Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement among the Representatives and the Company. (c) In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the “Date of Delivery”) shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Shares, the Option Shares as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial Shares underwriting obligations as set forth on Schedule II.

Purchase and Sale. Subject to (a) On the terms and subject to the satisfaction of the conditions set forth in this Agreement, including the conditions precedent set forth in ARTICLE IX and in reliance upon on the representations representations, warranties, covenants and warranties herein agreements set forthforth in this Agreement, the Company Seller hereby agrees to sell and assign all of its Membership Interests in the Funding Note Issuer, without recourse to each Underwriter the Seller and each Underwriter agrees, severally and not jointlywithout representations or warranties (except as specifically set forth herein), to the Conduit Buyer, and the Conduit Buyer hereby agrees to purchase the entire Membership Interests in the Funding Note Issuer from the CompanySeller and to assume, at the purchase price set forth in Schedule I heretopay, the principal amount perform and otherwise accept or discharge all Buyer Assumed Obligations of the Securities set forth opposite such Underwriter's name in sole member of the Funding Note Issuer. Such Membership Interest will be purchased from the Seller and the Estimated Conduit Purchase Price will be based upon the Schedule II heretoof Financed Student Loans determined as of the Initial Cutoff Date, except that, if Schedule I hereto provides for and the sale of Securities Estimated Conduit Purchase Price will be calculated on a basis consistent with the Model Purchase Price Calculation and will be further adjusted pursuant to delayed delivery arrangements, this Section 4.1 after the respective principal amounts Closing based upon an adjusted Schedule of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities Financed Student Loans determined as provided belowof the Applicable Measuring Date. Securities to The Financed Student Loans will be purchased by identified on the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially Closing Date in the form Conduit Xxxx of Schedule III hereto but with such changes therein as the Company may authorize or approveSale. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the UnderwritersAs further described in Section 5.2, on the Closing Date, the percentage set forth in Schedule I hereto Conduit Buyer shall pay or cause to be paid all outstanding Subordinated Loans of the principal Funding Note Issuer, together with accrued interest thereon, up to and including the Closing Date. (b) Delivery or transfer of the Membership Interest shall be made on the Closing Date at the time and in the manner agreed upon by the Seller and the Conduit Buyer, but in any event prior to the consummation of the Merger Transaction. On the Closing Date, the Conduit Buyer shall pay or cause to be paid to CBNA, as designee of the Seller, the Estimated Conduit Purchase Price by wire transfer of immediately available funds in U.S. dollars to the account specified by CBNA to the Conduit Buyer by written notice at least two (2) Business Days prior to the Closing Date at the time and in the manner mutually agreed upon by CBNA and the Conduit Buyer. (c) The sale and purchase of the Membership Interests on the Closing Date shall be consummated upon (i) execution and delivery by the Seller and the Conduit Buyer of a Conduit Xxxx of Sale (which will include a Schedule of Financed Student Loans determined as of the Initial Cutoff Date and the assignment and assumption referred to in Section 4.4) with respect to the Membership Interests, (ii) the payment by or on behalf of the Conduit Buyer of the Estimated Conduit Purchase Price in the manner provided in Section 4.1(b), (iii) receipt of written consent of the Conduit Manager and the Conduit Lender described in Section 4.5, (iv) delivery of the opinions described in Section 4.3, (v) the Seller’s receipt of an executed Buyer Satisfaction Certificate and (vi) the Conduit Buyer’s receipt of an executed Seller Satisfaction Certificate. Upon the satisfaction of such conditions, such sale and purchase shall be effective as of the Closing Date, prior to the consummation of the Merger Transaction. (d) Seller shall timely provide any information reasonably requested by the Conduit Buyer to prepare an adjusted Schedule of Financed Student Loans, so that within fifteen (15) Business Days after the Closing Date, the Conduit Buyer shall provide the Seller and CBNA with a Schedule of Financed Student Loans determined as of the Applicable Measuring Date and shall calculate the Conduit Purchase Price based upon such schedule to determine the Closing Conduit Purchase Price, with such calculation to be prepared on a basis consistent with the Model Purchase Price Calculation. CBNA shall have ten (10) Business Days to review and comment on the Schedule of Financed Student Loans and the Closing Conduit Purchase Price. During this period the Seller and Buyer Parent (to the extent available to it) will provide information relating to the adjusted Schedule of Financed Student Loans and adjusted Closing Conduit Purchase Prices as reasonably requested by CBNA and Conduit Buyer, and Conduit Buyer will meet with CBNA to discuss this information and the calculations. CBNA and Buyer Parent will reimburse Seller for its reasonable expenses incurred in connection with performing its obligations under this Section 4.1(d). If during this ten (10) Business Day period CBNA notifies the Conduit Buyer that CBNA disagrees with these calculations, Conduit Buyer and CBNA will meet to attempt to resolve any differences. If they are unable to agree on the adjustments within the next thirty days, then the Conduit Buyer and CBNA will be free to pursue an additional review by jointly selecting a third party independent accounting firm to review the calculations and make a determination as to the Closing Conduit Purchase Price. If CBNA and the Conduit Buyer are unable to agree on a third party accounting firm, then they will apply to the American Arbitration Association to make the selection. The independent accounting firm selected pursuant to this Section 4.1(d) is referred to herein as the (“Conduit Arbitration Firm”). The Conduit Arbitration Firm will be instructed to complete its review within 20 days and to calculate the Closing Conduit Purchase Price in accordance with this Section 4.1 and the Model Purchase Price Calculation. The decision of the Conduit Arbitration Firm will be final and binding on the Buyer Parent and CBNA. (e) If the Closing Conduit Purchase Price exceeds the Estimated Conduit Purchase Price (as finally determined pursuant to Section 4.1(d)), then the Conduit Buyer shall pay CBNA the amount of such excess no later than ten (10) Business Days after the Securities for which Delayed Delivery Contracts are madeClosing Date by wire transfer of immediately available funds in U.S. dollars to the account specified by CBNA to the Conduit Buyer by written notice at least two Business Days prior to such payment. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by If the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not Closing Conduit Purchase Price is less than the minimum principal Estimated Conduit Purchase Price, then CBNA on behalf of the Seller shall refund the Conduit Buyer the amount set forth of such difference no later than ten (10) Business Days after the Closing Date by wire transfer of immediately available funds in Schedule I hereto U.S. dollars to the account specified by the Conduit Buyer to CBNA by written notice at least two Business Days prior to such payment. The Conduit Buyer acknowledges and agrees that the Seller shall have no responsibility for, or liability with respect to, the making of any payment required pursuant to the preceding sentence. The Seller and the aggregate principal amount Conduit Buyer shall amend the Conduit Xxxx of Contract Securities may not exceed Sale to reflect the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of Financed Student Loans determined as of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear Applicable Measuring Date and the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesClosing Conduit Purchase Price.

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II heretotherein at a price per Option Security equal to the price per Initial Underwritten Security, except thatless an amount equal to any dividends declared by the Company and paid or payable on the Initial Underwritten Securities but not on the Option Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided below. in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. (c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of Xxxxx & Xxxx LLP, 58th Floor, Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or at such other place as shall be agreed upon by you and the Company, at 9:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 p.m., New York City time, on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned offices of Xxxxx & Wood LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer or certified or official bank check or checks in Federal or similar same-day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject The several commitments of the Underwriters to purchase, and the obligation of the Company to sell, Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth. Payment of the purchase price for, and delivery of, any Firm Securities to be purchased by the Underwriters shall be made at such time and place and on such date as specified in the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 9) (each such time and date being referred to as a "Closing Time"). Payment shall be made to the Company in Federal or other funds immediately available in New York City or by such other means as may be specified in the Terms Agreement against delivery to you for the respective accounts of the Underwriters of the Firm Securities to be purchased by them. If so specified in the applicable Terms Agreement, the Company agrees Underwriters shall have a one-time right to sell purchase, severally and not jointly, up to each Underwriter and the number of Additional Securities set forth in the applicable Terms Agreement at the purchase price set forth in the applicable Terms Agreement plus accrued dividends, if any. Additional Securities may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. If any Additional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the Company, at number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the purchase price set forth in Schedule I hereto, same proportion to the principal amount total number of Additional Securities to be purchased as the number of Firm Securities set forth opposite such Underwriter's its name in Schedule II heretothe applicable Terms Agreement bears to the total number of Firm Securities. Payment of the purchase price for, except thatand delivery of, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Additional Securities to be purchased by the Underwriters are herein sometimes called shall be made at such time (which may be the "Underwriters' Securities" same as the Closing Time but shall in no event be earlier than the Closing Time nor later than ten business days after the giving of the notice hereinafter referred to) and Securities place as shall be designated in a written notice from you to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts")of your determination, substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account on behalf of the Underwriters, on to purchase a number, specified in such notice, of Additional Securities, or at such other time, in any event not later than 30 days after the Closing DateTime, as shall be designated in writing by the percentage set forth in Schedule I hereto Underwriters. The time and date of such payment are hereinafter referred to as the "Option Closing Time". The notice of the principal amount determination to exercise the option to purchase Additional Securities and of the Option Closing Time may be given at any time within 30 days after the date of the Terms Agreement. Certificates evidencing the Firm Securities and Additional Securities shall be in definitive form and registered in such names in such denominations as you shall request in writing not less than two full business days prior to the Closing Time or the Option Closing Time, as the case may be. The certificates evidencing the Firm Securities and Additional Securities shall be delivered to you at the Closing Time or the Option Closing Time, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company butduly paid, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect against payment of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiespurchase price therefor.

Purchase and Sale. Subject to On the terms and subject to the conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Companyof this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser or Purchaser's designees, and Purchaser shall purchase price set forth from Seller all of Seller's right, title and interest as of the Closing Date in Schedule I heretoand to all of Seller's tangible and intangible assets and properties (collectively, the principal amount "Assets"), except for the Excluded Assets (as defined below), including, without limitation, the following assets, free and clear of all Liens: (a) The licenses granted by the FCC authorizing Seller to construct and operate Channels in certain markets listed on Exhibit B-1, which based on the zip code database approved by Purchaser cover the minimum number of households per Channel associated with each such Channel listed therein (the "Seller Licenses"); Seller does not represent or warrant the accuracy of the Securities set forth opposite such Underwriter's name zip code database and any inaccuracy in Schedule II hereto, except that, if Schedule I hereto provides for the sale zip code database will not give rise to any claim or Purchase Price Adjustment on behalf of Securities Purchaser or Seller; (b) The leases pursuant to delayed delivery arrangementswhich Seller leases the spectrum on certain Leased Channels pursuant to FCC licenses granted to the applicable Lessor (the "Underlying FCC Licenses" and together with the Seller Licenses, the respective principal amounts "Licenses") for use in the markets listed on Exhibit B-2, which based on the zip code database approved by Purchaser cover the minimum number of Securities households per Channel associated with each Channel listed therein ("Leases"); Seller does not represent or warrant the accuracy of the zip code database and any inaccuracy in the zip code database will not give rise to be purchased any claim or Purchase Price Adjustment on behalf of Purchaser or Seller; (c) All contracts, leases, equipment leases, Tower Leases, Tower Subleases, subleases, licenses, purchase orders, software license agreements, customer/subscriber contracts, supplier contracts, and other contracts and agreements to which Seller is a party and listed and described on Exhibit B-3, and further including all rights, claims, privileges of Seller arising under all warranties, representations and guarantees (express, implied or otherwise) made by Underwriters shall be as set forth suppliers or others in Schedule II hereto less connection with the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called Assets (the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Assigned Contracts"); (d) All equipment, substantially furniture, tools, spare parts, machinery, fixtures and computer hardware used or held for use by Seller, including without limitation that network equipment and spare parts used in connection with the form operation of Schedule III hereto but with such changes therein the Channels as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation thereforlisted on Exhibit B-4 (collectively, the Company will pay "Equipment"); (e) All Intellectual Property Rights owned by or licensed to the RepresentativesSeller or in which Seller has any right, for the account of the Underwriterstitle or interest, on the Closing Datewhether by license, permission, releases or otherwise, including without limitation, all goodwill associated therewith (collectively, the percentage set forth in Schedule I hereto "IP Assets"); and (f) All accounts receivable and other amounts due to Seller from customers of Seller (the principal amount of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities"Accounts Receivable").

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II heretotherein at a price per Option Security equal to the price per Initial Underwritten Security, except thatless an amount equal to any dividends declared by the Company and paid or payable on the Initial Underwritten Securities but not on the Option Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided below. in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. (c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of Xxxxx & Xxxx LLP, 58th Floor, Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or at such other place as shall be agreed upon by you and the Company, at 9:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 P.M., New York City time, on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned offices of Xxxxx & Wood LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer or certified or official bank check or checks in Federal or similar same-day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and condi­tions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwrit­ten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the aggregate principal amount of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per Option Security as is applicable to the Initial Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days (or such lesser number of days as may be specified in the applicable Terms Agreement) after the date of such Terms Agreement relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a “Date of Delivery”) shall be determined by you, but shall not be later than seven full business days and not be earlier than two full business days after the exercise of said option, nor in any event prior to Closing Time, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total aggregate principal amount of Option Securities then being purchased which the aggregate principal amount of Initial Under­written securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total aggregate principal amount of Contract Securities determined Initial Underwritten securities (except as otherwise provided below. in the applicable Terms Agreement). (c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by you and the Company, at 9:00 A.M., New York City time, on the third (or fourth, if the applicable Terms Agreement is entered into after 4:30 P.M. (Eastern Time) on any given day) business day (unless post­poned in accordance with the provisions of Section 10 hereof) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a “Closing Time”). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned office of Sidley Austin LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer or certified or official bank check or checks in Federal or similar same-day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or the Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"), ”) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on the Closing Date, the a fee equal to that percentage set forth in Schedule I hereto of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Underwritten Securities to be covered by each such Delayed Delivery Contract. The principal amount of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the principal amount of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal total amount set forth in Schedule II hereto of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set 6 forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedPROVIDED, howeverHOWEVER, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to (a) On the terms and subject to the conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Companyof this Agreement, at the Closing, (i) Lyondell PO LP shall sell, transfer and deliver to BAYPO I and BAYPO II, and BAYPO I and BAYPO II shall purchase from Lyondell PO LP, the Bayer Series A Units for an aggregate purchase price of $1,359,500,000 (the "Bayer PO -------- Partnership Payment Amount"); and (ii) Lyondell Tech LP shall sell, transfer and -------------------------- deliver to Bayer Tech LP, and Bayer Tech LP shall purchase from Lyondell Tech LP, the Bayer Technology Units for an aggregate purchase price of $125,000,000 (the "Bayer PO Technology Partnership Payment Amount" and together with the ---------------------------------------------- Bayer PO Partnership Payment Amount, the "Bayer PO Payment Amount") payable in ----------------------- each case, as set forth below in Schedule Section 1.03. Notwithstanding anything in this Agreement to the contrary, BAYPO I heretoand BAYPO II shall be entitled to withhold from the Bayer PO Payment Amount otherwise payable pursuant to this Agreement to Lyondell PO LP such Taxes, if any, as are required to be withheld with respect to the making of such payment under Applicable Law. (b) The Bayer PO Payment Amount has been initially allocated between the Bayer PO Partnership Payment Amount, the principal amount of Bayer PO Technology Partnership Payment Amount and the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be Bayer 300 MM Pound PO Option Payment Amount as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay Appendix B to the Representatives, for the account of the Underwriters, on Master Transaction Agreement. No later than ninety (90) days after the Closing Date, the percentage set forth either Parent Party may request an adjustment to such initial allocation. Lyondell and Bayer shall endeavor in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are madegood faith to agree to any and all requested adjustments. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to To the extent that you determine that such reduction Lyondell and Bayer are unable to agree to any requested adjustments, Lyondell and Bayer shall select an independent appraisal firm that, in consultation with the Parent Parties and their respective consultants, shall make a final determination with respect to each unagreed adjustment consistent with Applicable Law. (c) The independent appraisal firm shall be otherwise than in such proportion selected by agreement of Lyondell and so advise Bayer from a list of nationally recognized, independent appraisers nominated by each Parent Party. In the Company in writing; providedevent that either Parent Party fails to nominate a nationally recognized, howeverindependent appraiser, that then the total principal amount of Securities to be purchased by all Underwriters other Parent Party's separate appraiser shall be selected. Any determination of such independent appraisal firm, as the aggregate principal amount set forth in Schedule II hereto less case may be, made under this Section 1.01 shall be conclusive and binding as to Lyondell and Bayer and their respective Affiliates. Each of Lyondell and Bayer shall file all its Tax Returns consistent with any agreements and determinations made under this Section 1.01. (d) Lyondell and Bayer shall share 50/50 the aggregate principal amount fees and expenses of Contract Securitiesany independent appraisal firm retained under this Section 1.01. Each of Lyondell and Bayer shall solely bear the costs of its consultants.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, II to the applicable Pricing Agreement the principal amount or number of shares of the Securities set forth opposite such Underwriter's ’s name in Schedule II heretoI to the applicable Pricing Agreement, except that, if Schedule I hereto II to the applicable Pricing Agreement provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto I to the applicable Pricing Agreement less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ” If so provided in Schedule I heretoII to the applicable Pricing Agreement, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III Annex II hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the RepresentativesUnderwriters, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto II to the applicable Pricing Agreement of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsinstitutions that are not prohibited from purchasing the Securities. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto II to the applicable Pricing Agreement and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretoII to the applicable Pricing Agreement. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto I to the applicable Pricing Agreement shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoI to the applicable Pricing Agreement, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto I to the applicable Pricing Agreement less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amount amounts of the Securities set forth opposite such each respective Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the RepresentativesRepresentative, for the account of the Underwritersunderwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject 2.1 On the basis of the warranties, representations and covenants of the Vendors herein set forth and subject to the fulfilment of any condition herein provided that has not been waived by the party entitled to the benefit thereof the Purchaser will purchase and the Vendors will sell to the Purchaser the Vendors' Shares on the Closing Date on the terms and conditions and in reliance upon the representations and warranties herein set forth. 2.2 The Purchase Price less $110,000.00 (the "Holdback") shall be paid by the Purchaser by certified cheque, bank draft or solicitors trust cheque payable to the Company agrees Vendors' Solicitors "in trust" upon Closing. 2.3 The Purchaser shall pay the Holdback in trust to sell to each Underwriter the Purchaser's solicitors on the Closing Date. 2.4 The Vendors and each Underwriter agrees, severally and not the Purchasers shall jointly, within 60 days of the Closing, cause a mutually acceptable, Chartered Accountant, to purchase from prepare in accordance with generally accepted accounting principles consistent with prior years and at the expense of the Company, financial statements (the "June 30 Statements") for the Company for the period ending June 30, 1999, including a balance sheet as at June 30, 1999. The June 30 Statements shall include by way of separate note a statement of the purchase price set forth in Schedule I heretotrade accounts receivable (the "Closing Receivables") of the Company as at June 30, 1999. If the Vendors and the Purchaser cannot agree on the appointment of a Chartered Accountant and/or on the June 30 Statements, the principal amount Vendors and the Purchaser shall negotiate in good faith to settle the issue and failing resolution by such good faith efforts, it shall be settled by a single arbitrator, who shall be a Chartered Accountant, pursuant to the Commercial Arbitration Act of British Columbia. 2.5 The Closing Receivables of the Securities set forth opposite such Underwriter's name Company not collected in Schedule II hereto, except that, if Schedule I hereto provides for full within sixty (60) days of the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to Closing Date shall be purchased by Underwriters shall be the Vendors at their net book value as set forth in Schedule II hereto the June 30 Statements. The Purchaser shall use commercially reasonable efforts to collect the Closing Receivables. 2.6 The Purchaser shall direct the Purchaser's Solicitor to pay the Holdback to the Vendors on the 60th day next following Closing less: (a) if the retained earnings on the June 30 Statements are less than $110,000.00 (after all applicable tax provisions), an amount equal to the respective difference between the retained earnings set forth on the June 30 Statements and $110,000.00; and (b) an amount equal to the Closing Receivables not collected in full within sixty (60) days of the Closing Date; and (c) any amount payable by the Vendor to the Purchaser pursuant to the provisions of Section 11.1. 2.7 Any amounts payable by the Vendors to the Purchaser in respect of Contract Securities determined as provided below. Securities the Closing Receivables to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased Vendors pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I heretoSection 2.5 or any amounts payable by the Vendors to the Purchaser pursuant to Section 11.1, the Underwriters are authorized to solicit offers to purchase Securities if not deducted from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in Holdback may be set off by the form of Schedule III hereto but with such changes therein as Purchaser against amounts payable by the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay Purchaser to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesVendors under their Employment Agreements.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such -3- 4 arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage purchase price set forth in on Schedule I hereto of the principal amount hereto, of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Securities set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the "Date of Delivery") shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date (as defined below). If the option is exercised as to all or any portion of the Option Shares, the

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the [1: principal amount of the Securities Securities] [2: number of Units] set forth opposite such Underwriter's name in Schedule II hereto, hereto except that, if Schedule I hereto provides for the sale of Securities [1: Securities] [2: Units] pursuant to delayed delivery arrangements, the respective [1: principal amounts of Securities Securities] [2: numbers of Units] to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities [1: Securities] [2: Units] to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities [1: Securities] [2: Units] to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities [1: Securities] [2: Units] from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the [1: principal amount of the Securities Securities] [2: number of Units] for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum [1: principal amount amount] [2: number] set forth in Schedule I hereto and the [1: aggregate principal amount amount] [2: number] of Contract Securities may not exceed the maximum aggregate [1: principal amount amount] [2: number] set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The [1: principal amount of Securities Securities] [2: number of Units] to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total [1: principal amount amount] [2: number] of Contract Securities as the [1: principal amount of Securities Securities] [2: number of Units] set forth opposite the name of such Underwriter bears to the aggregate [1: principal amount amount] [2: number] set forth in Schedule II hereto, except to the extent that you as Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total [1: principal amount of Securities Securities] [2: number of Units] to be purchased by all Underwriters shall be the aggregate [1: principal amount amount] [2: number] set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' ’ Securities" ” and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ” If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III IV hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage fee set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial Shares shall be set forth in a separate written instrument (the "Pricing Agreement”) signed by the Representatives and the Company, the form of which is attached hereto as Schedule V. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per share to be paid by the several Underwriters for the Initial Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement among the Representatives and the Company. (c) In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the "Date of Delivery”) shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date (as defined below). If the option is exercised as to all or any portion of the Option Shares, the Option Shares as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial Shares underwriting obligations as set forth on Schedule II.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to, and the Guarantor agrees to cause the Company to, sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount number of shares of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company and the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay pay, and the Guarantor will cause the Company to pay, to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by into, and the Underwriters have been approved by Guarantor will cause the Company butto enter into, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.Delivery

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to, and the Guarantor agrees to cause the Company to, sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount number of shares of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company and the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay pay, and the Guarantor will cause the Company to pay, to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.the

Purchase and Sale. (a) (i) Subject to the terms and ------------------ conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of shares of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts number of shares of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts number of shares of Contract Securities determined as provided in Section 2(a)(ii) below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities"." (ii) If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount aggregate liquidation preference of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount number of shares set forth in Schedule I hereto and the aggregate principal amount number of shares of Contract Securities may not exceed the maximum aggregate principal amount number of shares set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount number of shares of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount the number of shares which shall bear the same proportion to the total principal amount number of shares of Contract Securities as the principal amount number of shares of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount number of shares set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount number of shares of -------- ------- Securities to be purchased by all Underwriters shall be the aggregate principal amount number of shares set forth in Schedule II hereto less the aggregate principal amount number of shares of Contract Securities. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, the Option Securities at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option nay be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of the Final Prospectus upon written or telegraphic notice by the Representatives to the Company setting forth the number of shares of the Option Securities as to which the several Underwriters are exercising the option and the settlement date. Delivery of certificates for the shares of Option Securities, and payment therefor, shall be made as provided in Section 3 hereof. The number of shares of the Option Securities to be purchased by each Underwriter shall be the number of shares which shall bear the same proportion to the total number of shares of the Option Securities to be purchased by the several Underwriters an the number of shares of Securities set forth opposite the name of such Underwriter bears to the aggregate number of shares set forth in Schedule II hereto, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to, and the Guarantor agrees to cause the Company to, sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ” If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III hereto but with such changes therein as the Company and the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay pay, and the Guarantor will cause the Company to pay, to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into into, and the Guarantor will cause the Company to enter into, Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject 3.1 On the basis of the warranties and representations of the Seller and the Buyer, as set forth in Section 1 of this Agreement, and subject to the terms and conditions and in reliance upon the representations and warranties herein set forthof this Agreement, the Company Buyer agrees to purchase from the Seller and the Seller agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, Buyer at total of 6,000,000 Fox Shares for the purchase price set forth in Schedule I hereto, of $1.00 (the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities “Purchase Price”) to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay paid to the Representatives, for the account of the Underwriters, Seller on the Closing DateDate (hereinafter defined). 3.2 The Buyer acknowledges and agrees that the Fox Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the 1933 Act. As required by applicable securities law, the percentage set forth Buyer agrees to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the Fox Shares issued on Closing will be endorsed with a restrictive legend in Schedule I hereto substantially the following form pursuant to the 1933 Act in order to reflect the fact that the Fox Shares may not be sold by the Buyer except pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be 1933 Act and in accordance with institutional investors including commercial and savings banksapplicable state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, insurance companiesAND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, pension fundsAS AMENDED (THE “1933 ACT”), investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company butAND, except as the Company may otherwise agreeACCORDINGLY, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoMAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedOR IN A TRANSACTION NOT SUBJECT TO, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesTHE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Purchase and Sale. Subject to and upon the terms and conditions and set forth in reliance upon the representations and warranties herein set forththis Agreement, the Company hereby agrees to issue and sell to each Underwriter BSC, and each Underwriter agrees, severally and not jointly, BSC hereby agrees to purchase from the Company, at such number of Shares as may be determined as follows: (a) Upon the parties' execution of this Agreement, BSC shall purchase, for an aggregate purchase price of $500,000, such nearest whole number of Shares as shall be equal to the quotient obtained by dividing $500,000 by the Company Share Price, determined as of the date hereof (the "Initial Closing Shares"). (b) BSC shall purchase such number of additional Shares as shall be determined pursuant to Exhibit A attached hereto (each such purchase, an "Installment Purchase") within five days of the achievement, to BSC's reasonable satisfaction, of each of the applicable milestones (the "Milestones") set forth on Exhibit A in Schedule I hereto, accordance with the principal amount of the Securities provisions set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsthereon. The Company will enter into Delayed Delivery Contracts shall be required to give BSC prompt written notice of the achievement of each Milestone (each, a "Milestone Achievement Notice"). In the case of the Milestones relating to the First Installment Shares, the Second Installment Shares and the Third Installment Shares, BSC shall be entitled to request and receive such additional information relating to the achievement of any such Milestone, and to conduct such additional investigation as it shall reasonably request for purposes of determining whether such Milestone has been achieved. In the event that BSC disagrees that any Milestone has been achieved, BSC and the Company agree to discuss such disagreement in all cases where sales good faith. Upon the agreement of Contract Securities arranged by BSC and the Underwriters have Company that a Milestone has been approved achieved, the relevant Closing shall be jointly scheduled by the Company but, except as and BSC. BSC shall have no obligation to purchase any Shares pursuant to a Milestone unless such Milestone has been achieved in accordance with the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto provisions of Exhibit A and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesthis Section 2.1(b).

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III IV hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage purchase price set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial Shares shall be set forth in a separate written instrument (the "Pricing Agreement") signed by the Representatives and the Company, the form of which is attached hereto as Schedule V. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per share to be paid by the several Underwriters for the Initial Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement among the Representatives and the Company. (c) [In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the "Date of Delivery") shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date (as defined below). If the option is exercised as to all or any portion of the Option Shares, the Option Shares as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial Shares underwriting obligations as set forth on Schedule II.]

Purchase and Sale. Subject The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be evidenced by the applicable Terms Agreement. Such Terms Agreement shall specify the number of Underwritten Securities to be initially issued (the “Initial Underwritten Securities”), the number of Warrants whether the Initial Underwritten Securities shall be in the form of Depositary Shares and the fractional amount of Preferred Shares represented by each Depositary Share, the names of the Underwriters participating in such offering (subject to substitution as provided in Section 9 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the name of each Underwriter acting as Representative, in connection with such offering, the price at which the Initial Underwritten Securities or the Warrants are to be purchased by the Underwriters from the Company, the initial public offering price, the time and place of delivery and payment, any delayed delivery arrangements and any other terms of the Initial Underwritten Securities pursuant to which they are being issued (including, but not limited to, designations, conversion provisions, redemption provisions and sinking fund requirements). In addition, the applicable Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters an option to purchase additional Underwritten Securities subject to such option (the “Option Underwritten Securities”; together with the Initial Underwritten Securities, the “Offered Securities”). As used herein, the “Underwritten Securities” shall include the Initial Underwritten Securities, the Warrants and all or any portion of the Option Underwritten Securities agreed to be purchased by the Underwriters. The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell any Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per share as is applicable to the Initial Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in such Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised by the Representative on behalf of the Underwriters in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities pursuant upon notice by the Representative to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a “Date of Delivery”) shall be determined by the Representative but shall not be later than seven full business days and not earlier than two full business days after the exercise of said option, unless otherwise agreed upon by the Representative and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Securities determined Initial Securities, subject to such adjustments as provided belowthe Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Payment of the purchase price for, and delivery of, any Initial Underwritten Securities to be purchased by the Underwriters are herein sometimes called shall be made at the "office of [Name of counsel for Underwriters' ], [such counsel’s address], or at such other place as shall be agreed upon by the Representative and the Company, at [10:00 A.M.], New York City time, on the fifth business day (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the applicable Terms Agreement or such other time as shall be agreed upon by the Representative and the Company (each such time and date being referred to as a “Closing Time”). In addition, in the event that the over-allotment option described in the immediately preceding paragraph is exercised, payment of the purchase price for, and delivery of certificates representing, the related Option Securities" , shall be made at the above-mentioned office of [Name of counsel for Underwriters], or at such other place as shall be agreed upon by the Representative and the Company on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by certified or official bank check or checks in [New York Clearing House] or similar next day funds payable to the order of the Company against delivery to the Representative for the respective accounts of the Underwriters of the Underwritten Securities to be purchased pursuant by them. Certificates for such Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." the applicable Closing Time or Date of Delivery, as the case may be. Such certificates or receipts will be made available for examination and packaging by the Representative on or before the first business day prior to Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"), ”) substantially in the form of Schedule III Exhibit A hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the RepresentativesRepresentative at Closing Time, for the account accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at Closing Time as is specified in such Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types set forth in the applicable Prospectus Supplement. At Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretoexcess of that specified in such Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount If applicable, the Representative shall submit to the Company, at least three business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise the Representative, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the respective Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion Representative to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject Sales of the Securities may be made from time to time to the terms Underwriters of the Securities. The obligation of the Company to issue and conditions and in reliance upon sell any of the representations and warranties herein set forthSecurities, the Company agrees obligation of the Guarantor to sell guarantee any of the Securities and the obligation of any Underwriters to purchase any of the Securities shall be evidenced by the Terms Agreement with respect to the Securities specified therein. Each Terms Agreement shall specify the material terms of the offered Securities. The Terms Agreement specifies any details of the terms of the offering that should be reflected in a post-effective amendment to the Registration Statement, any Preliminary Final Prospectus or the Final Prospectus (each Underwriter and as hereafter defined). The obligations of the Underwriters under each Underwriter agrees, severally Terms Agreement shall be several and not jointlyjoint. If so authorized in the Terms Agreement, to purchase the Underwriters may solicit offers from investors of the Company, at the purchase price types set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers Prospectus to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), . Such contracts shall be substantially in the form of Schedule III Exhibit A hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor Securities to make such arrangements and, as compensation thereforbe purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities." When Delayed Delivery Contracts are authorized in the Terms Agreement, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which enter into a Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts Contract in all cases each case where sales a sale of Contract Securities arranged by through the Underwriters have Representatives has been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract Contracts must be for not less than at least the minimum principal amount of Contract Securities set forth in Schedule I hereto the Terms Agreement, and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretothe Terms Agreement. The Company will advise you not later than 10:00 AM, New York City time, on the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities which have been so approved. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The If the Delayed Delivery Contracts are executed, valid and fully performed, the Securities delivered pursuant to them shall be deducted from the Securities to be purchased by the Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same pro rata in proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite each Underwriter's name in the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoTerms Agreement, except to the extent that you the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company and the Guarantor in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto the Terms Agreement, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, Fort James and the Company agrees agree to cause the Pass Xxxough Trustee to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyPass Through Trustee, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities Certificates set forth opposite such each Underwriter's name in Schedule II hereto, plus any additional principal amount of Certificates which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, except that, if Schedule I hereto provides for the sale of Securities Certificates pursuant to delayed delivery arrangements, the respective principal amounts of Securities Certificates to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities Certificates to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Certificates to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Certificates from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), [substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. .] The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities Certificates for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Certificates to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Certificates set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Certificates to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject (a) Sales of the Certificates may be made from time to time to the terms Underwriters of the Certificates. The obligation of each Trust to issue and conditions and in reliance upon sell any of the representations and warranties herein set forthCertificates, the obligation of the Company agrees and the Guarantor to sell guarantee any of the Certificates and the obligation of any Underwriter to purchase any of the Certificates shall be evidenced by the Terms Agreement with respect to the Certificates specified therein. The Terms Agreement shall specify the material terms of the offered Certificates. The Terms Agreement specifies any details of the terms of the offering of Certificates that should be reflected in a post-effective amendment to the Registration Statement, any Preliminary Final Prospectus or the Final Prospectus (each Underwriter and each Underwriter agrees, severally as hereafter defined). The obligations of the Underwriters under the Terms Agreement shall be several and not jointlyjoint. (b) If so authorized in the Terms Agreement, to purchase the Underwriters may solicit offers from investors of the Company, at the purchase price types set forth in Schedule I hereto, the principal amount of Prospectus to purchase Certificates from the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities relevant Trust pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters contracts (“Delayed Delivery Contracts”). Such contracts shall be substantially in the form of Exhibit A hereto but with such changes therein as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided belowsuch Trust may approve. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Certificates to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "“Contract SecuritiesCertificates." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which ” When Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksauthorized in the Terms Agreement, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company the relevant Trust will enter into a Delayed Delivery Contracts Contract in all cases each case where sales a sale of Contract Securities Certificates arranged by through the Underwriters have Representatives has been approved by the Company such Trust but, except as the Company such Trust may otherwise agree, each such Delayed Delivery Contract Contracts must be for not less than at least the minimum principal amount of Contract Certificates set forth in the Terms Agreement, and the aggregate amount of Contract Certificates may not exceed the amount set forth in Schedule I hereto and the aggregate principal amount Terms Agreement. The relevant Trust will advise you not later than 10:00 a.m., New York City time, on the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretoCertificates which have been so approved. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The . (c) If the Delayed Delivery Contracts are executed, valid and fully performed, the Certificates delivered pursuant to them shall be deducted from the Certificates to be purchased by the Underwriters and the aggregate principal amount of Securities Certificates to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same pro rata in proportion to the total principal amount of Contract Securities as the principal amount of Securities Certificates set forth opposite each Underwriter’s name in the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoTerms Agreement, except to the extent that you the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company Offerors in writing; provided, however, that the total principal amount of Securities Certificates to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto the Terms Agreement, less the aggregate principal amount of Contract SecuritiesCertificates.

Purchase and Sale. Subject to Upon the terms and conditions and in reliance upon the representations representations, warranties and warranties herein set forthcovenants herein, the Company Successor Agency hereby agrees to sell to each Underwriter the Underwriters and each Underwriter agrees, severally and not jointly, the Underwriters hereby agree to purchase from the CompanySuccessor Agency for offering to the public, all (but not less than all) of the $__________ Successor Agency to the Redevelopment Agency of the City of Burbank Tax Allocation Refunding Bonds, Series 2017 (the “Bonds”), at the purchase price set forth in Schedule I hereto, of $_________ (the “Purchase Price”) (being the principal amount of the Securities set forth opposite such Underwriter's name Bonds of $__________, less an Underwriters’ discount of $ , and plus a net original issue premium of $ _. The Purchase Price is to be paid on the Closing Date (as defined in Schedule II heretoSection 6 below). The Bonds shall be dated the Closing Date, except thatand shall bear interest at the rates, if Schedule I hereto provides for shall mature on the sale of Securities pursuant to delayed delivery arrangements, dates and in the respective principal amounts of Securities to be purchased by Underwriters and shall be subject to redemption, all as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities attached Exhibit A. As an accommodation to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I heretoSuccessor Agency, the Underwriters are authorized to solicit offers to purchase Securities will pay, from the Company pursuant purchase price of the Bonds, the sum of $________ to delayed delivery contracts _______________ ("Delayed Delivery Contracts"the “Municipal Bond Insurer”) as the premium for its municipal bond insurance policy issued for the Bonds (the “Municipal Bond Insurance Policy”), substantially in and the form sum of Schedule III hereto but with such changes therein $ to the Municipal Bond Insurer as the Company may authorize or approvepremium for its reserve fund municipal bond insurance policy issued for the Bonds (the “Reserve Fund Policy”). The Underwriters will endeavor Bonds are being issued for the purpose of providing funds to make such arrangements the Successor Agency to: (a) refund the following outstanding obligations incurred by the Former Agency, the Redevelopment Agency of the City of Burbank Golden State Redevelopment Project Tax Allocation Bonds, 1993 Series A (the “1993 Senior Agency Bonds”), the Redevelopment Agency of the City of Burbank Golden State Redevelopment Project Tax Allocation Bonds, 2003 Series A (the “2003 Senior Agency Bonds”), and the Redevelopment Agency of the City of Burbank Golden State Redevelopment Project Subordinated Tax Allocation Bonds, Issue of 1993 (the “Subordinate Agency Bonds” and, as compensation thereforwith the 1993 Senior Agency Bonds and the 2003 Senior Agency Bonds, the Company “Prior Agency Bonds”), which secure the Burbank Public Financing Authority Revenue Bonds, 2007 Series A (Golden State Redevelopment Project) (the “2007A Authority Bonds”). (b) purchase the Municipal Bond Insurance Policy and the Reserve Fund Policy, and (c) paying the costs of issuing the Bonds and the refunding of the 2007A Authority Bonds and, therefore, the Prior Agency Bonds. The Bonds are special, limited obligations of the Successor Agency, payable from, and secured by a lien on Tax Revenues. The payment of principal of and interest on the Bonds, when due, will pay be insured by the Municipal Bond Insurance Policy issued by the Municipal Bond Insurer concurrently with the delivery of the Bonds. Issuance of the Bonds was authorized by a resolution of the Successor Agency, adopted on June 27, 2017 (the “Successor Agency Resolution”), and a resolution of the Oversight Board of the Successor Agency to the RepresentativesRedevelopment Agency of the City of Burbank, adopted on June 28, 2017 (the “Oversight Board Resolution”). Pursuant to an escrow agreement (the “Escrow Agreement”), by and between the Successor Agency and Xxxxx Fargo Bank, National Association, as escrow bank (the “Escrow Bank”), provision will be made for the account refunding of the UnderwritersPrior Agency Bonds an thereafter from the proceeds thereof, the defeasance of the 2007A Authority Bonds and a sufficient amount will be deposited in an escrow fund to provide for the payment of the principal of and interest on the Closing Date2007A Authority Bonds to and including December 1, 2017, and to redeem all outstanding 2007A Authority Bonds in full on December 1, 2017, at the percentage set forth in Schedule I hereto price of 100% of the principal amount thereof. The refunding of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be 2007A Authority Bonds will have the effect of satisfying, in full, the Successor Agency’s obligations with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesPrior Agency Bonds.

Purchase and Sale. Subject The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be evidenced by the Terms Agreement. The Terms Agreement shall specify the number of Underwritten Securities to be initially issued (the “Initial Underwritten Securities”), the names of the Underwriters participating in such offering (subject to substitution as provided in Section 10 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the names of the Underwriters acting as co- managers, if any, in connection with such offering, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the time and place of delivery and payment, any delayed delivery arrangements and any other terms of the Initial Underwritten Securities pursuant to which they are being issued (including, but not limited to, designations, redemption provisions and sinking fund requirements). In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters, an option to purchase additional Underwritten Securities subject to such option (the “Option Securities”). As used herein, the term “Underwritten Securities” shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the Terms Agreement relating to sell any Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters, named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per share as is applicable to the Initial Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by the Representative to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days and not earlier than two full business days after the exercise of said option, unless otherwise agreed upon by the Representative and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has agreed to purchase as set forth in Schedule II hereto less the respective amounts related Terms Agreement bears to the total number of Contract Securities determined Initial Underwritten Securities, subject to such adjustments as provided belowthe Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Payment of the purchase price for, and delivery of, the Initial Underwritten Securities to be purchased by the Underwriters shall be made at the office of Xxxxx & Xxxx, Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or at such other place as shall be agreed upon by the Representative and the Company, at 10;00 A.M., New York City time, on the fifth business day (unless postponed in accordance with the provisions of Section 10) following the date of the Terms Agreement or such other time as shall be agreed upon by the Representative and the Company (each such time and date being referred to as a “Closing Time”). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned office of Xxxxx & Wood, or at such other place as shall be agreed upon by the Representative and the Company on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by certified or official bank check or check in New York Clearing House or similar next day funds payable to the order of the Company against delivery to the Representative for the respective accounts of the Underwriters of the Underwritten Securities to be purchased pursuant by them. Certificates for such Underwritten Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." the applicable Closing Time or Date of Delivery, as the case may be. Such certificates will be made available for examination and packaging by the Representative on or before the first business day prior to Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"), ”) substantially in the form of Schedule III Exhibit A hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the RepresentativesRepresentative at Closing Time, for the account accounts of the Underwriters, on the Closing Date, fee specified in the percentage set forth in Schedule I hereto Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at Closing Time. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types set forth in the Prospectus Supplement. At Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount Representative shall submit to the Company, at least three business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise the Representative, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion Representative to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. (i) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Selling Stockholder agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanySelling Stockholder, at the purchase price set forth in Schedule I hereto, the principal amount number of the Underwritten Securities set forth opposite such Underwriter's ’s name in Schedule II III hereto, except that, if Schedule I hereto provides for . (ii) Subject to the sale of the Securities pursuant by the Selling Stockholder to delayed delivery arrangementsthe Underwriters in compliance with the terms of this Agreement, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by Selling Stockholder has directed the Underwriters are herein sometimes called the "Underwriters' Securities" to, and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized hereby agree to, sell to solicit offers the Company, and the Company hereby agrees to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, number of Repurchase Shares specified herein at the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are price per share to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto, as described in the General Disclosure Package and the Prospectus. The Underwriters will not have any responsibility in respect amount of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Repurchase Shares to be purchased sold by each Underwriter as set forth in Schedule II hereto to the Company shall be reduced by an amount which shall bear based on the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II I hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that which represents the total principal amount of Securities to be purchased by all the Underwriters pursuant to this Agreement. The allocation decisions with respect to such Repurchase Shares have been made independently by the Selling Stockholder and the Underwriters have had no involvement in or influence on, directly or indirectly, the Selling Stockholder’s allocation decisions with respect to such Repurchase Shares. The respective selling obligations of the Underwriters with respect to the Securities shall be rounded among the aggregate principal amount Underwriters to avoid fractional shares, as the Representatives may determine. Upon completion of the Share Repurchase, the Company shall retire the Repurchase Shares and the Repurchase Shares will no longer be outstanding. (iii) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth forth, the Selling Stockholder named in Schedule II hereto hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Securities set forth in and Schedule II hereto at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities, less an amount per share equal to any dividends or distributions declared by the aggregate principal amount Company and payable on the Underwritten Securities but not payable on the Option Securities. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of Contract the Prospectus upon written or telegraphic notice by the Representatives to the Company and the Selling Stockholder setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. In the event that the Underwriters exercise less than their full option to purchase Option Securities, the number of Option Securities to be sold by the Selling Stockholder listed on Schedule II shall be, as nearly as practicable, in the same proportion as the maximum number of Option Securities to be sold by the Selling Stockholder and the number of Option Securities to be sold. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage purchase price set forth in on Schedule I hereto of the principal amount hereto, of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Securities set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the "Date of Delivery") shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date (as defined below). If the option is exercised as to all or any portion of the Option Shares, the Option Shares as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial Shares underwriting obligations as set forth on Schedule II.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Province agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyProvince, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company Province pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company Province may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company Province will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company Province will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company Province but, except as the Company Province may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company Province in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate total principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, ScheduleI hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II ScheduleII hereto, except that, if Schedule I ScheduleI hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II ScheduleII hereto less the respective amounts of Contract Securities (as defined below) determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities"." (b) If so provided in Schedule I ScheduleI hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III ScheduleIII hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I ScheduleI hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Securities set forth in Schedule I ScheduleI hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II ScheduleII hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II ScheduleII hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, II to the applicable Pricing Agreement the principal amount or number of shares of the Securities set forth opposite such Underwriter's name in Schedule II heretoI to the applicable Pricing Agreement, except that, if Schedule I hereto II to the applicable Pricing Agreement provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto I to the applicable Pricing Agreement less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, II to the applicable Pricing Agreement the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III Annex II hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the RepresentativesUnderwriters, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto II to the applicable Pricing Agreement of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsinstitutions that are not prohibited from purchasing the Securities. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto II to the applicable Pricing Agreement and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretoII to the applicable Pricing Agreement. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto I to the applicable Pricing Agreement shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoI to the applicable Pricing Agreement, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto I to the applicable Pricing Agreement less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to (a) On the terms and subject to the conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company each Seller hereby agrees to sell to each Underwriter the Company, and each Underwriter agrees, severally and not jointly, the Company hereby agrees to purchase from the Companyeach Seller, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may Notes specified on Annex I (collectively, the “Purchased Notes”), at a purchase price equal to the sum of (i) the purchase price specified on Annex I (such aggregate amount, the “Purchase Price”), plus (ii) unpaid and accrued interest on the Purchased Notes from the immediately preceding Interest Payment Date (as defined in the 2018 Notes Indenture and the 2022 Notes Indenture, as applicable) to, but not exceed including, the maximum aggregate principal amount set forth Closing Date, payable in Schedule I heretoaccordance with the terms of the 2018 Notes Indenture and the 2022 Notes Indenture, as applicable. The Underwriters will not have any responsibility in respect obligations of the validity or performance Sellers under this Agreement are several (and not joint), and no Seller shall be responsible for any other Seller’s failure to perform its obligations hereunder. (b) For the convenience of Delayed Delivery Contractsthe Parties, each of the Company and the Sellers agree that the funding of the Affiliate Lender’s Loans shall be deemed to occur on the Closing Date and the deemed delivery of the proceeds of the Affiliate Lender’s Loans under the Term Loan Agreement to the Sellers shall satisfy the Company’s obligation to pay the Purchase Price hereunder. Further, the accrued but unpaid interest on the Purchased Notes from the immediately preceding Interest Payment Date to, but not including, the Closing Date (as defined below) shall be paid by the Trustee at the direction of the Company on the Closing Date in cash by wire transfer of immediately available funds to the respective accounts of the Sellers referenced on Annex II (the “Accrued Interest”). Finally, the Company, as the issuer of the Notes, shall direct the Trustee to cancel the Purchased Notes concurrently with the Closing, in accordance with the terms of the 2018 Notes Indenture and the 2022 Notes Indenture, as applicable. The principal amount Parties acknowledge and agree that (i) the deemed making by the Affiliate Lender of Securities to be purchased its Loans under the Term Loan Agreement, (ii) the deemed delivery by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion Affiliate Lender of the proceeds of its Loans under the Term Loan Agreement to the total principal amount Sellers in accordance with the first sentence of Contract Securities as this Section 1(b) hereof, (iii) the principal amount of Securities set forth opposite sale by the name of such Underwriter bears Sellers to the aggregate principal amount set forth in Schedule II heretoCompany of the Purchased Notes, except to (iv) the extent that you determine that such reduction shall be otherwise than in such proportion and so advise purchase by the Company from the Sellers of the Purchased Notes and (v) the cancellation by the Trustee of the Purchased Notes in writing; providedaccordance with the third sentence of this Section 1(b) will, howeverin each case, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesoccur concurrently.

Purchase and Sale. Subject to Upon the terms and conditions and in reliance upon the representations representations, warranties and warranties herein set forthcovenants herein, the Company Successor Agency hereby agrees to sell to each the Underwriter and each the Underwriter agrees, severally and not jointly, hereby agrees to purchase from the CompanySuccessor Agency for offering to the public, all (but not less than all) of the $_________ Successor Agency to the Redevelopment Agency of the City of San Leandro, Alameda County-City of San Xxxxxxx Redevelopment Project, 2018 Tax Allocation Refunding Bonds (the “Bonds”), at the purchase price set forth in Schedule I hereto, of $_________ (the “Purchase Price”) (being the principal amount of the Securities set forth opposite such Bonds of $_________, less an Underwriter's name ’s discount of $_________, and plus a net original issue premium of $ _. The Purchase Price is to be paid on the Closing Date (as defined in Schedule II heretoSection 6 below). The Bonds shall be dated the Closing Date, except thatand shall bear interest at the rates, if Schedule I hereto provides for shall mature on the sale of Securities pursuant to delayed delivery arrangements, dates and in the respective principal amounts of Securities to be purchased by Underwriters and shall be subject to redemption, all as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to attached Exhibit A. The Bonds shall be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as described in, and shall be issued and secured under the Company may authorize or approveprovisions of, the Indenture. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto payment of the principal amount of and interest on the Bonds when due will be insured by a municipal bond insurance policy (the “Municipal Bond Insurance Policy”) issued by _____________ (the “Municipal Bond Insurer”). In addition, the Municipal Bond Insurer will issue its reserve fund municipal bond insurance policy (the “Reserve Fund Policy”) in lieu of a cash funded reserve fund for the Bonds. As an accommodation to the Successor Agency, the Underwriter will pay, from the purchase price of the Securities Bonds, the sum of $________ to the Municipal Bond Insurer as the premium for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are the Municipal Bond Insurance Policy and the sum of $ to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsthe Municipal Bond Insurer as the premium for the Reserve Policy. The Company will enter into Delayed Delivery Contracts in all cases where sales Bonds are being issued for the purpose of Contract Securities arranged by providing funds to the Underwriters have been approved by Successor Agency to refund the Company butoutstanding Redevelopment Agency of the City of San Leandro, except as Alameda County-City of San Leandro Redevelopment Project, Tax Allocation Bonds, Series 2008 (the Company may otherwise agree“2008 Bonds”), each such Delayed Delivery Contract must be for not less than (b) purchase the minimum principal amount set forth in Schedule I hereto Municipal Bond Insurance Policy and the aggregate principal amount Reserve Fund Policy, and (c) paying the costs of Contract Securities may not exceed issuing the maximum aggregate principal amount set forth in Schedule I heretoBonds and the refunding of the 2008 Bonds. The Underwriters will not have any responsibility in respect Bonds are special, limited obligations of the validity or performance Successor Agency, payable from, and secured by a lien on Tax Revenues. Issuance of Delayed Delivery Contracts. The principal amount the Bonds was authorized by a resolution of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion Successor Agency, adopted on __________, 2017 (the “Successor Agency Resolution”), and a resolution of the Oversight Board of the Successor Agency to the total principal amount Redevelopment Agency of Contract Securities the City of San Leandro, adopted on , 2017 (the “Oversight Board Resolution”). Pursuant to irrevocable refunding instructions (the “Irrevocable Refunding Instructions”), by and between the Successor Agency and U.S. Bank National Association, as trustee for the principal amount 2008 Bonds (the “2008 Trustee”), provision will be made for the refunding of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities2008 Bonds.

Purchase and Sale. Subject The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be evidenced by the Terms Agreement. The Terms Agreement shall specify the number of Underwritten Securities to be initially issued (the "Initial Underwritten Securities"), the names of the Underwriters participating in such offering (subject to substitution as provided in Section 8 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the time and place of delivery and payment and any other terms of the Initial Underwritten Securities pursuant to which they are being issued (including, but not limited to, designations, conversion provisions, redemption provisions and sinking fund requirements). In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters an option to purchase additional Underwritten Securities (the "Option Securities"). As used herein, the term "Underwritten Securities" shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the Terms Agreement relating to sell any Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters, named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per share as is applicable to the Initial Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the Terms Agreement after the Closing Time (as hereinafter defined) relating to the Initial Underwritten Securities, and may be exercised once in whole or in part only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by the Representative(s) to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by the Representative(s), but shall not be later than ten full business days and not earlier than two full business days after the exercise of said option, unless otherwise agreed upon by the Representative(s) and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased that the number of Initial Underwritten Securities each such Underwriter has agreed to purchase as set forth in Schedule II hereto less the respective amounts related Terms Agreement bears to the total number of Contract Securities determined Initial Underwritten Securities, subject to such adjustments as provided belowthe Representative(s) in their discretion shall make to eliminate any sales or purchases of fractional shares. Payment of the purchase price for, and delivery of, any Initial Underwritten Securities to be purchased by the Underwriters are herein sometimes called shall be made at the "Underwriters' Securities" offices of Fried, Frank, Harris, Shrixxx & Xacoxxxx, Xxe New York Plaza, New York, New York, or at such other place as shall be agreed upon by the Representative(s) and Securities to be purchased the Company, at 9:00 A.M., New York City time, on the third or fourth business day (unless otherwise permitted 4 8 by the Commission pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided Rule 15e6-1 of the Exchange Act, or postponed in Schedule I hereto, accordance with the Underwriters are authorized to solicit offers to purchase Securities from provisions of Section 8) following the date of the Terms Agreement or such other time as shall be agreed upon by the Representative(s) and the Company pursuant (each such time and date being referred to delayed delivery contracts (as a "Delayed Delivery ContractsClosing Time"). In addition, substantially in if any of or all the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of Option Securities are purchased by the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto payment of the principal amount purchase price for, and delivery of certificates representing, such Option Securities shall be made at the above-mentioned offices of Fried, Frank, Harris, Shrixxx & Xacoxxxx, xx at such other place as shall be agreed upon by the Representative(s) to the Company. Payment shall be made to the Company by wire transfer of immediately available (same-day) funds, against delivery to the Representative(s) for the respective accounts of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Underwritten Securities to be purchased by each Underwriter as set forth in Schedule II hereto them. Certificates for such Underwritten Securities shall be reduced by an amount which shall bear in such denominations and registered in such names as the same proportion Representative(s) may request in writing at least two business days prior to the total principal amount applicable Closing Time or Date of Contract Securities Delivery, as the principal amount case may be. Such certificates will be made available for examination and packaging by the Representative(s) on or before the first business day prior to Closing Time or Date of Securities set forth opposite Delivery, as the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiescase may be.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the (a) The Company agrees to issue and sell the Firm Securities to each Underwriter the several Underwriters as provided in this Agreement, and each Underwriter Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the respective principal amount of the Firm Securities set forth opposite such Underwriter's ’s name in Schedule II hereto, except thathereto at a price equal to 96.85% of the principal amount thereof with respect to Firm Securities sold to retail investors (the “Retail Purchase Price”) and at a price equal to 98.00% of the principal amount thereof with respect to Firm Securities sold to institutional investors plus accrued interest, if Schedule I hereto provides any, from March 7, 2012 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided belowherein. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation thereforIn addition, the Company will pay agrees to issue and sell the Option Securities to the Representativesseveral Underwriters as provided in this Agreement to cover overallotments, for the account of if any, and the Underwriters, on the Closing Datebasis of the representations, the percentage warranties and agreements set forth in Schedule I hereto herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Retail Purchase Price plus accrued interest, if any, from March 7, 2012 to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Option Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Option Securities that bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule II hereto (or such amount increased as set forth in Section 7 hereof) bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise of Firm Securities being purchased from the Company in writing; providedby the several Underwriters, subject, however, to such adjustments to ensure that the total principal amount Option Securities are not issued in minimum denominations of less than $25 and whole multiples of $25 in excess thereof as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to be purchased time in part, on or before the thirtieth day following the date of this Agreement, by all Underwriters written notice from the Representatives to the Company. Such notice shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date or, with respect to Option Securities to be delivered after the Closing Date, no earlier than two or later than ten full business days (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 7 hereof). (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Payment for and delivery of the Securities will be made, in the case of the Firm Securities, at the offices of Winston & Xxxxxx LLP, 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois 60657 at 10:00 A.M., New York City time, on March 7, 2012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Firm Securities is referred to herein as the “Closing Date,” and the time and date for any such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Option Closing Date.” (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and companies, educational and charitable institutionsinstitutions and others. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II heretotherein at a price per Option Security equal to the price per Initial Underwritten Security, except thatless an amount equal to any dividends declared by the Company and paid or payable on the Initial Underwritten Securities but not on the Option Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided below. in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. (c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of Brown & Wood LLP, 58th Floor, One World Trade Center, New York, New York 10048-0557, or at such other place as shall be agreed upon by you and the Company, at 10:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 p.m., New York City time, on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned offices of Brown & Wood LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer or certified or official bank check or checks in Federal or similar same-day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, (a) the Company agrees to sell to each Underwriter the Underwriters, and each Underwriter agreesof the Underwriters, severally and not jointly, agrees to purchase from the Company, at the purchase price set forth in Schedule I heretopurchase, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Firm Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except I hereto and (b) in the event and to the extent that you determine that such reduction the Underwriters shall be otherwise than in such proportion and so advise exercise the election to purchase Optional Securities, the Company agrees to sell, and each of the Underwriters, severally and not jointly, agrees to purchase, that number of additional Optional Securities as to which such election has been exercised (to be adjusted by you to eliminate fractional Securities) determined by multiplying such number of additional Securities by a fraction, the numerator of which is the maximum number of Optional Securities set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Securities set forth in total opposite the names of all such Underwriters in Schedule I hereto. The Company hereby grants to the Underwriters the right to purchase at their election up to 1,500,000 additional Securities, for the sole purpose of covering overallotments in the sale by such Underwriters of Firm Securities. Any such election to purchase such Optional Securities may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of such Optional Securities to be purchased and the date on which the Optional Securities are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing; provided, however, that earlier than two or later than ten business days after the total principal amount date of such notice. The Underwriters agree to purchase at the direction of the Company the Treasury Notes underlying the Securities to be purchased by all Underwriters the Underwriters. The Treasury Notes will be pledged to the Collateral Agent to secure the holders' obligations to purchase Common Stock under the Purchase Contracts. Such Pledge shall be effected by the aggregate principal amount set forth transfer to the Collateral Agent by Federal Reserve Bank-Wire of the Treasury Notes to be Pledged at the appropriate Time of Delivery (as defined below) in Schedule II hereto less accordance with the aggregate principal amount of Contract SecuritiesPledge Agreement.

Purchase and Sale. Subject (a) The Originator hereby irrevocably sells, sets over, assigns, transfers and conveys to the terms Buyer and its successors and assigns, and the Buyer hereby accepts, purchases and receives, without recourse, except as specifically set forth herein, all of the Originator's right, title, and interest in and to the Purchased Assets, whether such Purchased Assets are now owned or hereafter created or acquired by the Originator, along with all monies, instruments, securities, documents and other property from time to time on deposit in or credited to the Lockbox Accounts relating to the Purchased Assets. (b) The consideration to the Originator for the Initial Purchase shall be the execution and delivery by the Buyer of the Receivables Purchase Agreement on the date hereof and the making by the Buyer thereunder of the "Initial Purchase" (as defined thereunder). The Initial Purchase hereunder shall be made subject to the satisfaction of the conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from specified in Section 4.2. (c) The "Purchase Price" for the Company, at Purchased Assets which came into existence on or prior to the purchase price set forth in Schedule I hereto, Closing Date and which are conveyed to the principal Buyer under this Agreement shall be payable on the Closing Date and shall be an amount equal to 100% of the Securities set forth opposite aggregate Outstanding Balance of the Receivables so conveyed, adjusted to reflect such Underwriter's name factors as the Originator and the Buyer mutually agree will result in Schedule II hereto, except that, if Schedule I hereto provides a Purchase Price determined to approximate the fair market value of such Purchased Assets. Such computation of the initial Purchase Price shall assume no reinvestment in new Purchased Assets. The "Purchase Price" for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities Purchased Assets to be purchased by Underwriters conveyed to the Buyer under this Agreement that come into existence after the Closing Date shall be as set forth payable on the Purchase Date in Schedule II hereto less an amount equal to 100% of the respective amounts aggregate Outstanding Balance of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called Receivables so conveyed (the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery ContractsNew Purchased Assets"), substantially adjusted to reflect such factors as the Originator and the Buyer mutually agree will result in a Purchase Price determined to approximate the fair market value of such New Purchased Assets. (d) The Purchase Price to be paid by the Buyer on the Closing Date and on each subsequent Purchase Date shall be paid (i) in cash, (ii) with the consent of the Originator and the Buyer, by means of capital contributed by the Originator to the Buyer in the form of Schedule III a contribution to the capital of the Buyer of the Purchased Assets, and/or (iii) if consented to by the Originator, in its sole discretion, by means of a loan by the Originator to the Buyer (each a "Subordinated Loan" and collectively, the "Subordinated Loans") evidenced by the subordinated note (the "Subordinated Note") in substantially the form attached hereto but with such changes therein as Exhibit G. The Originator shall be under no obligation to make any Subordinated Loans to the Buyer. The Subordinated Loans shall be made on a revolving basis from time to time during the term of this Agreement as the Company Buyer may authorize or approvefrom time to time request and the Originator shall agree for the sole purpose of purchasing Receivables from the Originator. Interest on and principal of the Subordinated Note shall be payable in the amounts and at the times specified in the Subordinated Note. The Underwriters will endeavor to make such arrangements and, as compensation therefor, Originator shall maintain records of the Company will pay date and amounts of each Subordinated Loan and payments thereon on the payment grid attached to the Representatives, for the account Subordinated Note. (e) The sale of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged Purchased Assets by the Underwriters have been approved by the Company but, Originator hereunder shall be made without recourse except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesspecifically provided herein.

Purchase and Sale. Subject The several and not joint commitments of the Underwriters to purchase Purchased Securities in the respective amounts set forth on Schedule B hereto shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at . Payment of the purchase price set forth in Schedule I heretofor, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II heretoand delivery of, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Purchased Securities to be purchased by the Underwriters are herein sometimes called shall be made at the office specified in Schedule A hereto or at such other place as shall be agreed upon by you and the Company, on the date and at the time so specified or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the "Underwriters' Securities" and Closing Time"). Payment shall be made to the Company by wire transfer to an account designated by the Company in immediately available funds against delivery to you for the respective accounts of the Underwriters of the Purchased Securities to be purchased by them. Such Purchased Securities shall be in such denominations and registered in such names as you may request in writing at least two business days prior to the Closing Time. Such Purchased Securities, which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time. Delivery at the Closing Time of any Purchased Securities that are in bearer form shall be effected by delivery of a single temporary global security without coupons (the "Global Debt Security") evidencing the Purchased Securities that are in bearer form to a common Depositary for Morgxx Xxxranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and for Centrale de Livraison de Valeurs Mobilieres S.A. ("CEDEL") for credit to the respective accounts at Euroclear or CEDEL of each Underwriter or to such other accounts as such Underwriter may direct. Any Global Debt Security shall be delivered to you not later than the Closing Time, against payment of funds to the Company in the net amount due to the Company for such Global Debt Security by the method and in the form set forth in Schedule A hereto. The Company shall cause definitive Purchased Securities in bearer form to be prepared and delivered in exchange for such Global Debt Security in such manner and at such time as may be provided in or pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." the Indenture; provided, however, that the Global Debt Security shall be exchangeable for definitive Purchased Securities in bearer form only on or after the date specified for such purpose in the Prospectus. If so provided authorized in Schedule I A hereto, the Underwriters are authorized to named therein may solicit offers to purchase Securities debt securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit I hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor Any Purchased Securities purchased pursuant to make such arrangements and, Delayed Delivery Contracts as hereinafter provided are herein referred to as "Contract Securities". As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to you at the RepresentativesClosing Time, for the account accounts of the Underwriters, on the Closing Date, the a fee equal to that percentage set forth in Schedule I hereto of the principal amount of the Contract Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in Schedule A hereto. 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. The At the Closing Time the Company will enter into Delayed Delivery Contracts in with all cases where sales of Contract Securities arranged purchasers proposed by the Underwriters have been and previously approved by the Company butas provided below, except as the Company may otherwise agree, each such Delayed Delivery Contract must be but not for not less than the minimum principal amount set forth in Schedule I hereto and the an aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in excess of that specified in Schedule I A hereto. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The Delayed Delivery Contracts are to be only with such investors and in such amounts as are approved by the Company. You are to submit to the Company at least three business days prior to the Closing Time, the names of any investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Contract Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the investors with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Contract Securities to be covered by each such Delayed Delivery Contract. If the Company executes and delivers Delayed Delivery Contracts, the aggregate principal amount of Contract Securities will be deducted from the aggregate principal amount of Purchased Securities to be purchased by the several Underwriters and the principal amount of the Purchased Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall will be reduced by an amount which shall bear the same pro rata in proportion to the total principal amount of Contract Securities as the principal amount of Purchased Securities set forth opposite the each Underwriter's name of such Underwriter bears to the aggregate principal amount set forth in Schedule II B hereto, except to the extent that you the Representatives determine that such reduction shall be otherwise than in such proportion pro rata and so advise the Company in writing; provided, however, that the total aggregate principal amount of Purchased Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.shall

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, agrees severally and not jointly, jointly to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto hereto, and the aggregate principal amount number of Contract Securities may not exceed the maximum aggregate principal amount number set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which that shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, provided that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject Sales of the Securities may be made from time to time to the terms Underwriters of the Securities. The obligation of the Company to issue and conditions and in reliance upon sell any of the representations and warranties herein set forthSecurities, the Company agrees obligation of the Guarantor to sell to each Underwriter guarantee any of the Securities and each Underwriter agrees, severally and not jointly, the obligation of any Underwriters to purchase from any of the CompanySecurities shall be evidenced by the Terms Agreement with respect to the Securities specified therein. Each Terms Agreement shall specify the Indenture under which the Securities are to be issued, at the purchase price set forth in Schedule I heretoTrustee, the firm or firms which will be Underwriters, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less each Underwriter, the respective amounts of Contract Securities determined as provided below. Securities purchase price to be purchased paid by the Underwriters are herein sometimes called for the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract , the public offering price, if any, of the Securities." If so provided in Schedule I hereto, whether the Underwriters are authorized to solicit institutional investors to purchase Securities pursuant to Delayed Delivery Contracts, certain terms thereof and the Underwriters' compensation therefor, and any terms of the Securities not otherwise specified in the Indenture (including, but not limited to, designations, denominations, currencies, interest rates and payment dates, maturity, redemption provisions and sinking fund requirements). The Terms Agreement specifies any details of the terms of the offering that should be reflected in a post-effective amendment to the Registration Statement, any Preliminary Final Prospectus or the Final Prospectus (each as hereafter defined). The obligations of the Underwriters under each Terms Agreement shall be several and not joint. If so authorized in the Terms Agreement, the Underwriters may solicit offers from investors of the types set forth in the Prospectus to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), . Such contracts shall be substantially in the form of Schedule III Exhibit A hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor Securities to make such arrangements and, as compensation thereforbe purchased pursuant to Delayed Delivery Contracts are herein called "Contract Securities." When Delayed Delivery Contracts are authorized in the Terms Agreement, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which enter into a Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts Contract in all cases each case where sales a sale of Contract Securities arranged by through the Underwriters have Representative has been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract Contracts must be for not less than at least the minimum principal amount of Contract Securities set forth in Schedule I hereto the Terms Agreement, and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretothe Terms Agreement. The Company will advise you not later than 10:00 AM, New York City time, on the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities which have been so approved. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The If the Delayed Delivery Contracts are executed, valid and fully performed, the Securities delivered pursuant to them shall be deducted from the Securities to be purchased by the Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same pro rata in proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite each Underwriter's name in the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoTerms Agreement, except to the extent that you determine the Representative determines that such reduction shall be otherwise than in such proportion and so advise the Company and the Guarantor in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto the Terms Agreement, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II heretotherein at a price per Option Security equal to the price per Initial Underwritten Security, except thatless an amount equal to any dividends declared by the Company and paid or payable on the Initial Underwritten Securities but not on the Option Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days (or such lesser number of days as may be specified in the applicable Terms Agreement) after the date of such Terms Agreement relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a “Date of Delivery”) shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided below. in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. (c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 100 19, or at such other place as shall be agreed upon by you and the Company, at 9:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 P.M., New York City time, on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a “Closing Time”). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned office of Sidley Austin LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer or certified or official bank check or checks in Federal or similar same-day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or the Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"), ”) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per Option Security as is applicable to the Initial Underwritten Securities less the amount of any distribution payable with respect to an Initial Underwritten Security but not payable with respect to an Option Security. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided belowin the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of Xxxxx & Xxxx LLP, 58th Floor, Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or at such other place as shall be agreed upon by you and the Company, at 9:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 p.m. New York City time on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned offices of Xxxxx & Wood LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made by wire transfer of immediately available funds to the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to Upon the terms and conditions and in reliance upon the representations representations, warranties and warranties herein set forthcovenants herein, the Company Successor Agency hereby agrees to sell to each the Underwriter and each the Underwriter agrees, severally and not jointly, hereby agrees to purchase from the CompanySuccessor Agency for offering to the public, all (but not less than all) of the $ Successor Agency to the Dissolved Redevelopment Agency of the City of Novato 2019 Series A Tax Allocation Refunding Bonds (the “Series A Bonds”), at the purchase price set forth in Schedule I hereto, of $ (the “Series A Purchase Price”) (being the principal amount of the Securities set forth opposite such Series A Bonds of $ , less an Underwriter's name ’s discount of $ , and plus a net original issue premium of $ . The Series A Purchase Price is to be paid on the Closing Date (as defined in Schedule II heretoSection 6 below). The Series A Bonds shall be dated the Closing Date, except thatand shall bear interest at the rates, if Schedule I hereto provides for shall mature on the sale of Securities pursuant to delayed delivery arrangements, dates and in the respective principal amounts of Securities to be purchased by Underwriters and shall be subject to redemption, all as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to attached Exhibit A. The Series A Bonds shall be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form described in, and shall be issued and secured under the provisions of, the Indenture. As an accommodation to the Successor Agency, the Underwriter will pay, from the Series A Purchase Price, the sum of Schedule III hereto but with such changes therein $ to (the “Municipal Bond Insurer”) as the Company may authorize or approvepremium for the Municipal Bond Insurer’s municipal bond insurance policy issued for the Series A Bonds (the “Series A Municipal Bond Insurance Policy”) and the sum of $ to the Municipal Bond Insurer as a portion of the premium for the Municipal Bond Insurer’s reserve fund municipal bond insurance policy issued for the Bonds (the “Reserve Policy”). The Underwriters will endeavor Upon the terms and conditions and in reliance upon the representations, warranties and covenants herein, the Successor Agency hereby agrees to make such arrangements sell to the Underwriter and the Underwriter hereby agrees to purchase from the Successor Agency for offering to the public, all (but not less than all) of the $ Successor Agency to the Dissolved Redevelopment Agency of the City of Novato 2019 Series B Taxable Tax Allocation Refunding Bonds (the “Series B Bonds” and, as compensation thereforwith the Series A Bonds, the Company will pay to “Bonds”), at the Representatives, for purchase price of $ (the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of “Series B Purchase Price”) (being the principal amount of the Securities for which Delayed Delivery Contracts are madeSeries B Bonds of $ , less an Underwriter’s discount of $ . Delayed Delivery Contracts are The Series B Purchase Price is to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionspaid on the Closing Date. The Company will enter into Delayed Delivery Contracts Series B Bonds shall be dated the Closing Date, and shall bear interest at the rates, shall mature on the dates and in the principal amounts and shall be subject to redemption, all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto the attached Exhibit A. The Series B Bonds shall be reduced by substantially in the form described in, and shall be issued and secured under the provisions of, the Indenture. As an amount which shall bear the same proportion accommodation to the total principal amount Successor Agency, the Underwriter will pay, from the Series B Purchase Price, the sum of Contract Securities $ to the Municipal Bond Insurer as the principal amount premium for the Municipal Bond Insurer’s municipal bond insurance policy issued for the Series B Bonds (the “Series B Municipal Bond Insurance Policy” and, with the Series A Municipal Bond Insurance Policy, the “Municipal Bond Insurance Policies”) and the sum of Securities set forth opposite the name of such Underwriter bears $ to the aggregate principal amount set forth in Schedule II hereto, except Municipal Bond Insurer as a portion of the premium for the Reserve Policy. The Series A Bonds are being issued for the purpose of providing funds to the extent that you determine that such reduction shall Successor Agency to (a) refund, on a current basis, (i) the outstanding Redevelopment Agency of the City of Novato, Xxxxxxxx Field Redevelopment Project, Tax Allocation Bonds, Series 2005 (the “2005 Bonds”), (ii) the outstanding Redevelopment Agency of the City of Novato, Xxxxxxxx Field Redevelopment Project, 2005 Tax Allocation Housing Bonds, Series A (the “2005A Bonds”), (b) purchase the Series A Municipal Bond Insurance Policy, (c) fund a portion of the cost of the Reserve Policy, and (d) pay the costs of issuing the Series A Bonds and refunding the 2005 Bonds and the 2005A Bonds. The Series B Bonds are being issued for the purpose of providing funds to the Successor Agency to (a) (i) refund, on an advance basis, the outstanding Redevelopment Agency of the City of Novato, Xxxxxxxx Field Redevelopment Project, Tax Allocation Bonds, Series 2011 (the “2011 Bonds”), and (ii) prepay the Tax Allocation Loan Agreement by and between the Former Agency and the California Infrastructure and Economic Development Bank, dated as of December 17, 2002 (Agreement # CIEDB 02-­042), as amended (the “IBank Loan” and, with the 2005 Bonds and the 2005A Bonds the “Prior Obligations”), (b) purchase the Series B Municipal Bond Insurance Policy, (c) fund a portion of the cost of the Reserve Policy, and (d) pay the costs of issuing the Series B Bonds and refunding the 2011 Bonds. The Bonds are special, limited obligations of the Successor Agency, payable from, and secured by a lien on Tax Revenues. Issuance of the Bonds and other matters were authorized by resolutions of the Successor Agency, adopted on , 2019, and on , 2019 (the “Successor Agency Resolutions”), and a resolution of the Marin Countywide Successor Agency Oversight Board, adopted on , 2019 (the “Oversight Board Resolution”). Pursuant to an escrow agreement, dated September , 2019 (the “Escrow Agreement”), by and between the Successor Agency and U.S. Bank National Association, as escrow bank (the “Escrow Bank”), provision will be otherwise than in such proportion and so advise made for the Company in writing; provided, however, that refunding of the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesPrior Obligations.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all 7 7 cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedPROVIDED, howeverHOWEVER, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to Upon the terms and conditions and in reliance upon the representations basis of the representations, warranties and warranties herein agreements set forthforth herein, the Company Issuer agrees to sell and deliver to each the Underwriter and each the Underwriter agrees, severally and not jointly, hereby agrees to purchase from the CompanyIssuer, at the purchase price set forth in Schedule I heretoClosing Time on the Closing Date (both as defined below), the all of the: $ principal amount of Independent Cities Finance Authority Mobile Home Park Revenue Refunding Bonds (Pillar Ridge) Series 2014A (the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for “Series A Bonds”) and $ principal amount of Independent Cities Finance Authority Mobile Home Park Subordinate Revenue Refunding Bonds (Pillar Ridge) Series 2014B (the sale of Securities pursuant to delayed delivery arrangements“Series B Bonds” and together with the Series A Bonds, the respective principal amounts of Securities to be purchased by Underwriters “Bonds”). The Bonds shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on dated the Closing Date, and the percentage Bonds shall mature on 15 in the years set forth in Schedule I on Exhibit A hereto of and shall bear interest at the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsrates shown on Exhibit A hereto. The Company will enter into Delayed Delivery Contracts Bonds shall be subject to optional redemption, special redemption and mandatory redemption from sinking fund payments in all cases where sales the amounts and on the dates shown in the Official Statement (as described below). Interest on the Bonds shall be payable on 15, 2014 and semiannually thereafter on 15 and 15 of Contract Securities arranged by each year to maturity. The aggregate purchase price for the Underwriters have been approved by the Company butBonds shall be $ , except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and being the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretoBonds plus net original issue premium of $ ($ with respect to the Series A Bonds and $ with respect to the Series B Bonds) and less an Underwriter’s discount of $ ($ with respect to the Series A Bonds and $ with respect to the Series B Bonds). The Underwriters will not have any responsibility in respect date of payment by the Underwriter of the validity or performance purchase price for the Bonds and delivery by the Issuer of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion Bonds to the total principal amount of Contract Securities Underwriter or its designee is referred to herein as the principal amount of Securities set forth opposite “Closing Date,” the name hour and date of such Underwriter bears delivery and payment is referred to herein as the aggregate principal amount set forth in Schedule II hereto, except “Closing Time,” and the other actions contemplated hereby to take place at the extent that you determine that time of such reduction shall be otherwise than in such proportion payment and so advise delivery being herein sometimes called the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities“Closing.”

Purchase and Sale. Subject to the terms and conditions and in ------------------ reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Purchased Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Purchased Securities pursuant to delayed delivery arrangements, the respective principal amounts of Purchased Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Purchased Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Purchased Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Purchased Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Purchased Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Purchased Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Purchased Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Purchased Securities to be -------- ------- purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject The obligations of the Underwriters to purchase, the Company to sell, and the Guarantor to guarantee, the Guaranteed Securities shall be evidenced by the Terms Agreement. The Terms Agreement specifies the principal amount of the Guaranteed Securities, the names of the Underwriters participating in the offering (subject to substitution as provided in Section 10 hereof) and the principal amount of Guaranteed Securities which each Underwriter severally has agreed to purchase, the purchase price to be paid by the Underwriters for the Guaranteed Securities, the initial public offering price, if any, of the Guaranteed Securities, any delayed delivery arrangements and any terms of the Guaranteed Securities not already specified in the Indenture (including, but not limited to, designations, denominations, current ratings, interest rates or formulas and payment dates, maturity dates, conversion provisions, redemption provisions and sinking fund requirements). The several commitments of the Underwriters to purchase Guaranteed Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at . Payment of the purchase price set forth in Schedule I heretofor, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II heretoand delivery of, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Guaranteed Securities to be purchased by the Underwriters are herein sometimes called shall be made at the office of Xxxxx & Wood LLP, Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative, the Company and the Guarantor, at 10:00 AM, New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the Terms Agreement or such other time as shall be agreed upon by the Representative, the Guarantor and the Company (each such time and date being referred to as a "Underwriters' Securities" and Closing Time"). Payment shall be made to the Company by wire transfer of immediately available funds payable to a bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of the Guaranteed Securities to be purchased pursuant by them. The Guaranteed Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time. The Guaranteed Securities." , which may be in temporary form, will be made available for examination and packaging by the Representative on or before the first business day prior to Closing Time. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Guaranteed Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit A hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the RepresentativesRepresentative at Closing Time, for the account accounts of the Underwriters, on the Closing Date, the a fee equal to that percentage set forth in Schedule I hereto of the principal amount of the Guaranteed Securities for which Delayed Delivery Contracts are mademade at Closing Time as is specified in the Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsof the types set forth in the Prospectus. The At Closing Time the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth of Guaranteed Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Guaranteed Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The Representative shall submit to the Company at least three business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Guaranteed Securities to be purchased by each of them, and the Company will advise the Representative, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Guaranteed Securities to be covered by each such Delayed Delivery Contract. The principal amount of Guaranteed Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the principal amount of Guaranteed Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion Representative to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount of Guaranteed Securities to be purchased by all Underwriters shall be the aggregate principal total amount set forth in Schedule II hereto of Guaranteed Securities covered by the applicable Terms Agreement, less the aggregate principal amount of Contract SecuritiesGuaranteed Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be evidenced by the Terms Agreement. The Terms Agreement shall specify the number of Underwritten Securities to be initially issued (the “Initial Underwritten Securities”), the names of the Underwriters participating in such offering (subject to substitution as provided in Section 10 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the names of the Underwriters acting as co-managers, if any, in connection with such offering, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the time and place of delivery and payment, any delayed delivery arrangements and any other terms of the Initial Underwritten Securities pursuant to which they are being issued (including, but not limited to, designations, redemption provisions and sinking fund requirements). In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters, an option to purchase additional Underwritten Securities subject to such option (the “Option Securities”). As used herein, the term “Underwritten Securities” shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the Terms Agreement relating to sell any Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters, named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per share as is applicable to the Initial Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by the Representative to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days and not earlier than two full business days after the exercise of said option, unless otherwise agreed upon by the Representative and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has agreed to purchase as set forth in Schedule II hereto less the respective amounts related Terms Agreement bears to the total number of Contract Securities determined Initial Underwritten Securities, subject to such adjustments as provided belowthe Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Payment of the purchase price for, and delivery of, the Initial Underwritten Securities to be purchased by the Underwriters shall be made at the office of Sxxxxx Xxxxxx LLP, 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 10;00 A.M., New York City time, on the fifth business day (unless postponed in accordance with the provisions of Section 10) following the date of the Terms Agreement or such other time as shall be agreed upon by the Representative and the Company (each such time and date being referred to as a “Closing Time”). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned office of Sxxxxx Xxxxxx LLP, or at such other place as shall be agreed upon by the Representative and the Company on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by certified or official bank check or check in New York Clearing House or similar next day funds payable to the order of the Company against delivery to the Representative for the respective accounts of the Underwriters of the Underwritten Securities to be purchased pursuant by them. Certificates for such Underwritten Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." the applicable Closing Time or Date of Delivery, as the case may be. Such certificates will be made available for examination and packaging by the Representative on or before the first business day prior to Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"), ”) substantially in the form of Schedule III Exhibit A hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the RepresentativesRepresentative at Closing Time, for the account accounts of the Underwriters, on the Closing Date, fee specified in the percentage set forth in Schedule I hereto Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at Closing Time. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types set forth in the Prospectus Supplement. At Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount Representative shall submit to the Company, at least three business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise the Representative, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion Representative to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per Option Security as is applicable to the Initial Underwritten Securities less the amount of any distribution payable with respect to an Initial Underwritten Security but not payable with respect to an Option Security. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided belowin the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the offices of Sidley Xxxxxx Xxxxx & Xxxx LLP, 58th Floor, Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or at such other place as shall be agreed upon by you and the Company, at 9:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 p.m. New York City time on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned offices of Sidley Xxxxxx Xxxxx & Xxxx LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made by wire transfer of immediately available funds to the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoCompany; PROVIDED, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, howeverHOWEVER, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to (a) Upon the terms and subject to the conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Companyof this Agreement, at the Global Closing and the China Closing, Seller agrees to, and agrees to cause the Seller Affiliates to, sell, transfer, assign and deliver to Purchaser, and Purchaser agrees to (and, in the case of the China Transferred Assets, agrees to cause PRC Purchaser to) purchase, acquire and accept from Seller and the Seller Affiliates, all of Seller’s and the Seller Affiliates’ right, title and interest in, to and under the Global Transferred Assets (at the Global Closing) and the China Transferred Assets (at the China Closing) for (i) an aggregate purchase price of $700,000,000 (comprised of the amount set forth in Section 1.01(a) of the Seller Disclosure Schedule I heretoas attributable to the Global Transferred Assets and the China Transferred Intellectual Property (the “Global Purchase Price”) and the amount set forth in Section 1.01(a) of the Seller Disclosure Schedule as attributable to the China Transferred Assets, other than the China Transferred Intellectual Property (the “China Purchase Price” and, together with the Global Purchase Price, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto“Purchase Price”)), except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be payable as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities Section 2.02 and subject to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter adjustment as set forth in Schedule II hereto Section 2.03, and (ii) the assumption of the Global Assumed Liabilities (in the case of the Global Closing) and the China Assumed Liabilities (in the case of the China Closing). The purchase and sale of the Global Transferred Assets and the assumption of the Global Assumed Liabilities are collectively referred to in this Agreement as the “Global Acquisition”. The purchase and sale of the China Transferred Assets and the assumption of the China Assumed Liabilities are collectively referred to in this Agreement as the “China Acquisition”. (b) As soon as reasonably practicable following the date hereof, such as would not reasonably be expected to delay the expected Global Closing or China Closing hereunder, Purchaser will designate one or more affiliates of Purchaser and of PRC Purchaser that will each be deemed a “U.S. Purchaser” and a “PRC Purchaser”, respectively, hereunder. Each U.S. Purchaser and PRC Purchaser will be deemed included in the term “Purchaser” or “PRC Purchaser”, respectively, for all purposes hereunder (including for purposes of Article IV). Purchaser will cause each U.S. Purchaser and PRC Purchaser (i) to duly execute and deliver all documents, agreements, and instruments required to be executed and delivered by any entity as Purchaser under this Agreement and (ii) if requested by Seller or any Governmental Entity, to execute a joinder to this Agreement. Nothing in this Section 1.01(b) shall be reduced by an amount which shall bear deemed to relieve Purchaser from any of its obligations hereunder, and Purchaser hereby unconditionally guarantees the same proportion to the total principal amount timely payment and performance of Contract Securities as the principal amount all obligations of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion Purchaser and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesPRC Purchaser hereunder.

Purchase and Sale. Subject (a) Except for the tangible Assets (which ----------------- shall initially be leased to the Buyer pursuant to the terms and conditions of the Services Agreement), and in reliance upon on the representations and warranties contained herein set forthand subject to all of the terms and conditions hereof, the Company Seller hereby agrees to sell sell, assign, transfer and deliver (or cause to each Underwriter be sold, assigned, transferred and each Underwriter agreesdelivered) to the Buyer, severally and not jointly, the Buyer agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the UnderwritersSeller, on the Closing Date, all of the percentage Seller's right, title and interest in and to the Other Assets. (b) With respect to the tangible Assets, Seller shall retain title to and hold the tangible Assets at the Round Lake Facility from the date of Closing through the date of termination of the lease of tangible Assets under the Services Agreement (the "Tangible Asset Transfer Date"), which Tangible Asset Transfer Date shall not be later than December 31, 1998. At least sixty (60) days prior to the Tangible Asset Transfer Date, Buyer shall direct Seller in writing to deliver such tangible Assets to Buyer at Buyer's specified location in California ("Buyer's Notice of Delivery"). Between the date of this Agreement and the Buyer's Notice of Delivery, the parties shall discuss alternatives to the structure set forth in Schedule I hereto this Section 2.1(b) for Seller's delivery of Seller's rights, title and interest -------------- in and to the tangible Assets on the Tangible Asset Transfer Date to Buyer on terms which are mutually agreeable and beneficial to the parties. Subject to the satisfaction of the principal amount relevant terms and conditions of the Securities for which Delayed Services Agreement on or before the Tangible Asset Transfer Date, Buyer's Notice of Delivery Contracts are madeshall become effective on the Tangible Asset Transfer Date and shall specify the method of delivery. Delayed Delivery Contracts are Subject to the satisfaction of the relevant terms and conditions of the Services Agreement on or before the Tangible Asset Transfer Date, on the Tangible Asset Transfer Date, Seller shall sell, assign, transfer and deliver (or cause to be with institutional investors including commercial sold, assigned, transferred and savings banksdelivered) to the Buyer, insurance companiesand the Buyer shall purchase from the Seller, pension fundsall of the Seller's right, investment companies title and educational interest in and charitable institutionsto the tangible Assets. The Company tangible Assets will enter into Delayed Delivery Contracts be delivered by Seller FOB the Round Lake Facility, per Buyer's Notice of Delivery, on the Tangible Asset Transfer Date. Until the tangible Assets are delivered to Buyer as provided for in all cases where sales this Section 2.1(b), pursuant to the terms and -------------- conditions of Contract Securities arranged by the Underwriters have been approved by Services Agreement, the Company but, except as Seller shall be responsible for storing and maintaining the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto tangible Assets and the aggregate principal amount Buyer shall reimburse the Seller for such storage and maintenance. Buyer and Seller shall bear equally the Fully Loaded Costs for de-installing, packing and shipping the tangible Assets to Buyer. (c) With respect to the Intellectual Property Assets, Seller (and/or Seller's parent corporation, Xxxxxx International Inc.) shall retain title to the Intellectual Property Assets and license the Intellectual Property Assets from the date of Contract Securities may not exceed Closing through the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect Investment Milestone Date pursuant to the terms and conditions of the validity Seller License Agreement. Subject to the satisfaction of the relevant terms and conditions of the Seller License Agreement on or performance of Delayed Delivery Contracts. The principal amount of Securities before the Investment Milestone Date, on the Investment Milestone Date Seller will assign, transfer and deliver (or cause to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion assigned, transferred and delivered) to the total principal amount Buyer all of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears Seller's right, title and interest in and to the aggregate principal amount set forth Intellectual Property Assets. With respect to this Section 2.1(c) only, the phrase "Seller's -------------- right, title and interest in Schedule II hereto, except and to the extent that you determine that such reduction shall be otherwise than Intellectual Property Assets" shall, with respect to the Intellectual Property Assets, include the right, title and interest of Seller's parent corporation, Xxxxxx International Inc., in such proportion and so advise to the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesIntellectual Property Assets.

Purchase and Sale. Subject The several commitments of the Underwriters to purchase securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at . A. Payment of the purchase price set forth in Schedule I heretofor, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II heretoand delivery of, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Securities to be purchased by the Underwriters are herein sometimes called shall be made at the "Underwriters' Securities" place set forth in the applicable Terms Agreement, or at such other place as shall be agreed upon by the Representatives and the Issuer, on the second business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the applicable Terms Agreement or such other time as shall be agreed upon by the Representatives and the Issuer (each such time and date being referred to as a “Closing Time”). Except as indicated in the applicable Terms Agreement, payment shall be made to the Issuer by wire transfer in same-day funds against delivery of the Securities to be purchased pursuant by the Representatives for the respective accounts of the Underwriters. Such Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least two business days prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securitiesthe applicable Closing Time." B. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Securities from the Company Issuer pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"), ”) substantially in the form of Schedule III hereto but Exhibit B hereto, with such changes therein as the Company Issuer may authorize or approve. The Underwriters will endeavor to make such arrangements and, as . C. As compensation thereforfor arranging Delayed Delivery Contracts, the Company Issuer will pay to the RepresentativesRepresentatives at Closing Time, for the account accounts of the Underwriters, on the Closing Date, the a fee equal to that percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are mademade at Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types which will be set forth in the applicable prospectus supplement included in the Final Prospectus. If applicable, insurance companies, pension funds, investment companies and educational and charitable institutions. The at Closing Time the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth of Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Issuer as provided below, but not for an aggregate principal amount of Contract Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. . D. The Representatives are to submit to the Issuer, at least two business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Issuer will enter into Delayed Delivery Contracts and the principal amount of Securities to be purchased by each of them, and the Issuer will advise the Representatives, at least one business day prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Issuer and the principal amount of Securities to be covered by each such Delayed Delivery Contract. E. The principal amount of Securities agreed to be purchased by the respective Underwriters pursuant to the applicable Terms Agreement shall be reduced by the principal amount of Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion Representatives to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingIssuer; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal total amount set forth in Schedule II hereto of Securities covered by the applicable Terms Agreement, less the aggregate principal amount of Contract SecuritiesSecurities covered by Delayed Delivery Contracts. F. The Issuer and the Company acknowledge and agree that the purchase and sale of the Securities pursuant to this Agreement and the Terms Agreement hereunder, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Issuer and the Company, on the one hand, and the several Underwriters, on the other hand.

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II heretotherein at a price per Option Security equal to the price per Initial Underwritten Security, except thatless an amount equal to any dividends declared by the Company and paid or payable on the Initial Underwritten Securities but not on the Option Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided below. in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. (c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New York 10019, xx xx xxxx otxxx place xx xxxxx xx xxxxxx xxxx xx xxx xxx xxx Xxxxxny, at 9:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 P.M., New York City time, on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" and , shall be made at the above-mentioned offices of Sidley Austin Brown & Wood LLP, or at such other place as shall be agreed upxx xx xxx xxd txx Xompany on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer or certified or official bank check or checks in Federal or similar same-day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to (a) On the terms and subject to the satisfaction of the conditions set forth in this Agreement, including the conditions precedent set forth in ARTICLE IX and in reliance upon on the representations representations, warranties, covenants and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price agreements set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwritersthis Agreement, on the Closing Date, (i) the percentage Seller hereby agrees to sell, transfer, assign and grant to the Securitization Buyer, without recourse to the Seller and without representations or warranties (except as specifically set forth in Schedule I hereto herein), and the Securitization Buyer agrees to purchase from the Seller, the Seller’s right, title and interest in, to and under each of the principal Trust Certificates listed in Appendix B at its respective Certificate Purchase Price, in consideration of the payment of the aggregate Estimated Certificate Purchase Price to the Seller in the manner provided in Section 2.1(b) and subsequently adjusted pursuant to Section 2.1(e) and the agreement by the Securitization Buyer to assume, pay, perform and otherwise accept or discharge certain obligations and liabilities of a holder of such Trust Certificates, and (ii) the Securitization Buyer hereby agrees to assume, pay, perform and accept or otherwise discharge all such obligations and liabilities related to such Trust Certificates and the Securitization Trusts from and after the Closing. The aggregate Estimated Certificate Purchase Price will be based upon the Schedule of Trust Student Loans determined as of the Applicable Measuring Date (or, if the information is not available, as of the most recent month end for which information is available) (the “Initial Cutoff Date”), will be prepared on a basis consistent with the Model Purchase Price Calculation attached hereto as Exhibit ‎2.1(a) (the “Model Purchase Price Calculation”) and will be further adjusted after the Closing Date pursuant to Section 2.1(e) based upon the Schedule of Trust Student Loans determined as of the Applicable Measuring Date. (b) Delivery or transfer of the Trust Certificates shall be made on the Closing Date at the time and in the manner agreed upon by the Seller and the Securitization Buyer, but in any event prior to the consummation of the Merger Transaction. On the Closing Date, the Securitization Buyer shall pay or cause to be paid to CBNA, as designee of the Seller, the Estimated Certificate Purchase Price for each Trust Certificate by wire transfer of immediately available funds in U.S. dollars to the account specified by CBNA to the Securitization Buyer by written notice at least two Business Days prior to the Closing Date. Upon receipt of evidence of the payment of the aggregate Estimated Certificate Purchase Price and receipt of a fully executed Accession Agreement, the Seller shall cause the Trust Certificates, accompanied by a written instrument of transfer and such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may require in accordance with the Securitization Trust Agreements, to be delivered along with the Accession Agreement and the Opinions of Counsel described in Section 2.3 to the Owner Trustee for transfer and for issuance of new Trust Certificates in the name of the Securitization Buyer or its designee. (c) The sale and purchase of the Trust Certificates on the Closing Date shall be consummated upon (i) the execution and delivery by the Seller and the Securitization Buyer of the Trust Certificates Xxxx of Sale (which will include a Schedule of Trust Student Loans determined as of the Initial Cutoff Date), (ii) the payment by the Securitization Buyer to CBNA, as designee of the Seller, of the aggregate Estimated Certificate Purchase Price in the manner provided in Section 2.1(b), (iii) the assignment to the Securitization Buyer of the Trust Certificates in accordance with the applicable requirements under the related Securitization Trust Agreements, (iv) the Seller’s receipt of an executed Buyer Satisfaction Certificate and (v) the Securitization Buyer’s receipt of an executed Seller Satisfaction Certificate. Upon the satisfaction of such conditions, such sale and purchase shall be effective as of the Closing Date, prior to the consummation of the Merger Transaction. (d) If the Owner Trustee requires the payment of a sum sufficient to cover the payment of any Taxes or other government charges required to be paid in connection with the sale and purchase of the Trust Certificates pursuant to Section 2.1(b), such sum shall be paid by the Buyer Parent and CBNA as provided in the Indemnification Agreement. (e) Seller shall timely provide any information reasonably requested by the Buyer Parent to prepare an adjusted Schedule of Trust Student Loans, so that within fifteen (15) Business Days after the Closing Date, the Buyer Parent shall provide the Seller and CBNA with an adjusted Schedule of Trust Student Loans determined as of the Applicable Measuring Date and shall recalculate the Certificate Purchase Price for each Trust Certificate based upon such schedule to determine the aggregate Closing Certificate Purchase Price, with such calculation to be prepared on a basis consistent with the Model Purchase Price Calculation. CBNA shall have ten (10) Business Days to review and comment on the adjusted Schedule of Trust Student Loans and the adjusted Certificate Purchase Prices, including the aggregate Closing Certificate Purchase Price. During this period the Seller and Buyer Parent (to the extent available to it) will provide information relating to the adjusted Schedule of Trust Student Loans and adjusted Certificate Purchase Prices as reasonably requested by CBNA and Buyer Parent, and Buyer Parent will meet with CBNA to discuss this information and the calculations. CBNA and Buyer Parent will reimburse Seller for its reasonable expenses incurred in connection with performing its obligations under this Section 2.1. If during this ten (10) Business Day period CBNA notifies the Buyer Parent that CBNA disagrees with these calculations, Buyer Parent and CBNA will meet to attempt to resolve any differences. If they are unable to agree on the adjustments within the next thirty (30) days, then the Buyer Parent and CBNA will be free to pursue an additional review by jointly selecting an independent accounting firm to review the calculations and make a determination as to the Closing Certificate Purchase Price. If CBNA and the Buyer Parent are unable to agree on an accounting firm, then they will apply to the American Arbitration Association to make the selection. (The independent accounting firm selected pursuant to this Section 2.1(e) is referred to herein as the “Arbitration Firm”). The Arbitration Firm will be instructed to complete its review within twenty (20) days and to calculate the Closing Certificate Purchase Price in accordance with this Section 2.1 and the Model Purchase Price Calculation. The decision of the Arbitration Firm will be final and binding on the Buyer Parent and CBNA. (f) If the aggregate Closing Certificate Purchase Price exceeds the aggregate Estimated Certificate Purchase Price (as finally determined pursuant to Section 2.1(e)), then the Securitization Buyer shall pay CBNA the amount of such excess no later than ten (10) Business Days after the Securities for which Delayed Delivery Contracts are madeClosing Date by wire transfer of immediately available funds in U.S. dollars to the account specified by CBNA to the Securitization Buyer by written notice at least two Business Days prior to such payment. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by If the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not aggregate Closing Certificate Purchase Price is less than the minimum principal aggregate Estimated Certificate Purchase Price, then CBNA on behalf of the Seller shall refund the Securitization Buyer the amount set forth of such difference within ten (10) Business Days after the Closing Date by wire transfer of immediately available funds in U.S. dollars to the account specified by the Securitization Buyer to CBNA by written notice at least two Business Days prior to such payment. The Securitization Buyer acknowledges and agrees that the Seller shall have no responsibility for, or liability with respect to, the making of any payment required pursuant to the preceding sentence. The Seller and the Securitization Buyer shall each amend the Trust Certificates Xxxx of Sale to reflect the adjusted Schedule I hereto of Trust Student Loans determined as of the Closing Date and the aggregate principal Closing Certificate Purchase Price. If the aggregate Closing Certificate Purchase Price is less than the aggregate Estimated Certificate Purchase Price then CBNA on behalf of the Seller shall refund the Securitization Buyer the amount of Contract Securities may not exceed such difference no later than ten (10) Business Days after the maximum aggregate principal amount set forth Closing Date by wire transfer of immediately available funds in Schedule I heretoU.S. dollars to the account specified by the Securitization Buyer to CBNA by written notice at least (2) two Business Days prior to such payment. The Underwriters will not Securitization Buyer acknowledges and agrees that the Seller shall have no responsibility for, or liability with respect to, the making of any responsibility in respect payment required pursuant to the preceding sentence. The Seller and the Trust Buyer shall amend the Trust Xxxx of Sale to reflect the Schedule of Trust Student Loans determined as of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear Applicable Measuring Date and the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesClosing Certificate Purchase Price.

Purchase and Sale. 2.1 Subject to the terms and conditions and in reliance upon of this Agreement, each of the representations and warranties herein set forth, the Company BSS Shareholders agrees to sell all of their ownership interest in and to each Underwriter and each Underwriter agreesthe BSS Securities, severally and not jointlyas described in Schedule A, to EXU free and clear of all Encumbrances, and EXU agrees to purchase from all of the CompanyBSS Securities for and in consideration of the EXU Payment Securities. 2.2 The EXU Payment Shares will be issued to the BSS Shareholders, at the purchase price on Closing, pro rata as to their respective number of BSS Shares held, as more particularly set forth out in Schedule I heretoA. The parties acknowledge and agree that the fair market value of the EXU Payment Shares issued to the BSS Shareholders in exchange for the BSS Shares will be equal to the fair market value of the BSS Shares surrendered in exchange therefor. 2.3 The EXU Payment Warrants will be issued to those BSS Shareholders, on Closing, pro rata as to their respective number of BSS Warrants held, as more particularly set out in Schedule A. The parties acknowledge and agree that the fair market value of the EXU Payment Warrants issued to the BSS Shareholders in exchange for the BSS Warrants will be equal to the fair market value of the BSS Warrants surrendered in exchange therefor. 2.4 The EXU Performance Shares will be issued to those BSS Shareholders, on Closing, as more particularly set out in Schedule A; provided that the EXU Performance Shares will be subject to escrow restrictions until the EXU Performance Share Release Conditions are satisfied, which must occur on or before three years following the Closing Date. 2.5 Any EXU Payment Securities received by a “principal”, as defined in the Escrow Policy (“Escrow Securities”) will be subject to escrow conditions prescribed by such policy pursuant to the terms of an agreement (the “Escrow Agreement”) to be entered into among EXU, the principal amount holders of the Escrow Securities set forth opposite such Underwriter's name in Schedule II hereto, except thatand Computershare Investor Services Inc. 2.6 Each BSS Shareholder, if Schedule I hereto provides for any, who receives Escrow Securities acknowledges and agrees that its respective EXU Payment Securities will be subject to escrow under the sale of Securities pursuant to delayed delivery arrangementsEscrow Policy, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth held in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities escrow and to be purchased released to such BSS Shareholder or its designated nominees in stages based on the passage of time (the “Escrow Requirement”). Each BSS Shareholder acknowledges and agrees that it or its designated nominees will abide by whatever Escrow Requirement is imposed by the Underwriters are herein sometimes called Exchange and prior to the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts Closing Date will ("Delayed Delivery Contracts"), substantially in i) enter into the form of Schedule III hereto but Escrow Agreement required by the Exchange and (ii) deposit in escrow their respective Escrow Securities. 2.7 EXU agrees that any eligible BSS Shareholder that wishes to jointly elect with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account EXU under subsection 85(1) of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. 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. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility ITA in respect of the validity or performance Acquisition in the prescribed form and within the time as prescribed by the ITA, may do so, and the amount to be jointly elected by such BSS Shareholder and EXU may be determined by such BSS Shareholder, acting reasonably and in compliance with the provisions of Delayed Delivery Contracts. The principal amount the ITA, provided that such BSS Shareholder will reimburse EXU in respect of any reasonable professional fees incurred by EXU in respect of the filing of such elections. 2.8 Prior to the release of any of EXU Payment Securities to be purchased by each Underwriter as set forth any BSS Shareholder not resident in Schedule II hereto shall be reduced by an amount which shall bear Canada, such BSS Shareholder will provide EXU with a clearance certificate under §116 of the ITA, or such security in lieu of the same proportion as EXU may agree. 2.9 All outstanding options to purchase any EXU Common Shares will be cancelled prior to Closing, and at Closing new options will be issued in amounts and at exercises prices to be determined at the discretion of the board of directors of EXU having regard to the total principal amount policies of Contract the Exchange. 2.10 EXU does not assume and shall not be liable for any taxes under the ITA or any other taxes whatsoever which may be or become payable by BSS Shareholders including, without limiting the generality of the foregoing, any taxes resulting from or arising as a consequence of the sale by BSS Shareholders to EXU of the BSS Securities herein contemplated, and BSS Shareholders shall indemnify and save harmless EXU from and against all such taxes. 2.11 Each BSS Shareholder hereby acknowledges and agrees with EXU as follows: (a) the principal amount transfer of the BSS Securities set forth opposite and the name issuance of the EXU Payment Securities in exchange therefor will be made pursuant to appropriate exemptions (the “Exemptions”) from the formal takeover bid and registration and prospectus (or equivalent) requirements of the Securities Laws; (b) as a consequence of acquiring the EXU Payment Securities pursuant to the Exemptions: (i) the BSS Shareholder will be restricted from using certain of the civil remedies available under the Securities Laws; (ii) the BSS Shareholder may not receive Information that might otherwise be required to be provided to the BSS Shareholders, and EXU is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by EXU; (iii) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the EXU Payment Securities; (iv) there is no government or other insurance covering the EXU Payment Securities; and (v) an investment in the EXU Payment Securities is speculative and of high risk; (c) the certificates representing the EXU Payment Securities will bear such legends as required by Securities Laws and the policies of the Exchange and it is the responsibility of the BSS Shareholder to find out what those restrictions are and to comply with them before trading any EXU Payment Securities; and (d) the BSS Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Laws of those jurisdictions which apply to the sale of the BSS Securities and the issuance of the EXU Payment Securities and which may impose restrictions on the resale of such Underwriter bears EXU Payment Securities in those jurisdictions and it is the responsibility of the BSS Shareholder to the aggregate principal amount set forth in Schedule II heretofind out what those resale restrictions are, except and to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract comply with them before trading any EXU Payment Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Trust agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyTrust, at the purchase price set forth in Schedule I hereto, hereto the principal liquidation amount of the Preferred Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Preferred Securities pursuant to delayed delivery arrangements, the respective principal liquidation amounts of Preferred Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities (as defined) determined as provided below. Preferred Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Preferred Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Preferred Securities from the Company Trust pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company Offerors may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal liquidation amount of the Preferred Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company Offerors will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company Offerors but, except as the Company Offerors may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal liquidation amount set forth in Schedule I hereto and the aggregate principal liquidation amount of Contract Securities may not exceed the maximum aggregate principal liquidation amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal liquidation amount of Preferred Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal liquidation amount of Contract Securities as the principal liquidation amount of Preferred Securities set forth opposite the name of such Underwriter bears to the aggregate principal liquidation amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company Offerors in writing; provided, however, that the total principal liquidation amount of Preferred Securities to be purchased by all Underwriters shall be the aggregate principal liquidation amount set forth in Schedule II hereto less the aggregate principal liquidation amount of Contract Securitiessecurities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of such Securities pursuant to delayed delivery arrangements, the respective principal amounts amount of such Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts principal amount of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided pro vided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which such Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion equal to the total principal amount of Contract Securities as multiplied by a fraction, the numerator of which is the principal amount of Securities set forth opposite the name of such Underwriter bears to and the denominator of which is the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.