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 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 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 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. 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. (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, 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. 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 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. (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 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 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 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 (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) 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 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. (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, from time to time the Company agrees may agree to sell Securities to each an Underwriter, and such Underwriter and each Underwriter agrees, severally and not jointly, may agree to purchase Securities from the Company. Each such agreement shall incorporate the terms of this Agreement and shall be evidenced by the execution and delivery by the Company and the Underwriter of a schedule in the form of Exhibit A hereto appropriately completed to set forth the principal amount, at interest rate(s) or manner of determining the interest rate(s), interest payment dates, 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 and any other terms of the Securities and the purchase thereof (a "Schedule"). Such execution and delivery may be accomplished by Underwriters shall be as set forth in Schedule II hereto less the respective amounts exchange of Contract Securities determined as provided belowtelecopied facsimiles, by telex or by other mutually agreed means. Securities to be purchased by the Underwriters an Underwriter are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Purchased Securities." If so provided Purchased Securities will be represented by a global certificate (the "Book-Entry Securities) registered in Schedule I heretothe name of the depositary (the "Depositary") specified in the Prospectus or by certificates issued in definitive form (the "Certificated Securities"). Each delivery of and payment for Purchased Securities shall be made at the location, on the Underwriters are authorized to solicit offers to purchase Securities from date and at the time specified in the applicable Schedule, which date and time may be postponed by agreement between the purchasing Underwriter and the Company pursuant to delayed (each such date and time of delivery contracts (and payment for the Securities being herein called the "Delayed Delivery ContractsClosing Date"), substantially in the form . Delivery 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 Certificated Securities shall be made to the Representatives, Underwriter and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the UnderwritersUnderwriter, on in either case against payment by the Underwriter of the purchase price to or upon the order of the Company in immediately available funds, unless otherwise specified in the applicable Schedule. Certificated Securities shall be registered in such names and in such denominations as the Underwriter may request at least one full business day prior to the applicable 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 have Certificated Securities arranged available for inspection, checking and packaging by the Underwriters have been approved by Underwriter in the Company butcity in which delivery and payment is to occur, except as not later than 2 p.m. Eastern Time, on 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 business day prior 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 Securitiesapplicable Closing Date.

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 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 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. 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. 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 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. (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 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. 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 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 (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 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. (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. Subject (a) Cargill shall purchase from The Mosaic Company 100% of its requirements of Products for retail distribution during each Fertilizer Year, provided however that Cargill shall not be required to purchase Product from The Mosaic Company in the event The Mosaic Company’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 The Mosaic Company 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 The Mosaic Company 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 The Mosaic Company in Schedule I hereto accordance with this Agreement The Mosaic Company shall have 48 hours from written notification from Cargill to advise Cargill whether: (i) The Mosaic Company 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 The Mosaic Company; or (ii) The Mosaic Company 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, Xxxxxxx’x unfilled orders will be filled on a pro rata basis with other shared value customers. (e) The Mosaic Company will offer pricing and terms on products and services that is at least equal to the total principal amount of Contract Securities as lowest pricing or longest terms being offered to retailers for product during a similar time period. (f) if requested by Cargill for a particular Fertilizer Year on or before the principal amount of Securities set forth opposite the name commencement of such Underwriter bears Fertilizer Year, timely market information, including supply and demand forecasts, monthly calls recap wire, market research reports and other general market information to the aggregate principal amount set forth in Schedule II heretoassist Xxxxxxx’x marketing and sales efforts to its customers for each of nitrogen, except to the extent that you determine that such reduction phosphate and potash shall be otherwise than in such proportion and so advise the Company in writingmade available for an annual fee of $36,000.00 as may be adjusted from time to time by mutual agreement; provided, however, that the total principal amount of Securities Mosaic shall not be required to be purchased by all Underwriters provide information or documents if doing so would violate applicable laws, rules, regulations or ordinances or third party agreements. This information shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.used by Cargill for its own internal purposes only and shall not be provided to any third party without Mosaic’s prior written consent;

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 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 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 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 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 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 <PAGE> 3 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 Purchased 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 Purchased 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 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 compensation set forth in Schedule I hereto of the principal amount of the with respect to 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 (a) The Originator hereby irrevocably sells, sets over, assigns, transfers and conveys to the terms Buyer and its successors and assigns, without recourse, except as specifically set forth herein, and the Buyer hereby accepts, purchases and receives, 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 Closing Date and the Page 44 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 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 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 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, by means of capital contributed by the Originator to the Buyer in the form of Schedule III a contribution of the Purchased Assets, (iii) if consented to by the Originator and in the sole discretion of the Originator, 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 the form attached hereto but with such changes therein as Exhibit A. 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 grid attached to the Representatives, for the account Subordinated Note. (e) The sale of the Underwriters, on Purchased Assets by the Closing Date, the percentage set forth in Schedule I hereto Originator hereunder shall be made without recourse except as specifically provided herein. (f) No obligation or liability of the principal amount of Originator to any Obligor or any third party under any Receivable or Page 45 Contract purchased by the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to Buyer shall be with institutional investors including commercial assumed by the Buyer, and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsany assumption is hereby expressly disclaimed. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged Buyer shall be indemnified 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 Originator 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 accordance with Section 7.1 hereof in respect of the validity any losses, claims, damages, liabilities, costs or performance expenses arising out of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth or incurred 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 connection with any Obligor's assertion of such Underwriter bears to obligation or liability against 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 SecuritiesBuyer.

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. (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 -3- 4 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

Purchase and Sale. Subject to the terms and conditions conditions, and in reliance upon the representations and warranties herein set forthforth herein, 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. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company (a) Seller agrees to sell to each Underwriter Buyer, and each Underwriter agrees, severally and not jointly, Buyer agrees to purchase from the Company, at the purchase price set forth in Schedule I heretoSeller, the principal amount accounts of Seller's trust department listed in Exhibit A and incorporated herein by reference (individually and collectively, a "Trust Department Account" and the Securities set forth opposite such Underwriter's name "Trust Department Accounts") and certain assets of Seller listed in Schedule II heretoExhibit B related to the Trust Department Accounts of Seller (the "Account Related Assets"), except thatincluding but not limited to all rights and obligations of Seller under the contracts establishing the Trust Department Accounts listed on Exhibit G (the "Trust Department Agreements"), if Schedule I hereto provides for pursuant and subject to the sale terms of Securities pursuant this Agreement. The Trust Department Accounts and the Assets shall be collectively referred to delayed delivery arrangementsherein as the "Trust Department Accounts and Related Assets". Notwithstanding the foregoing, the respective principal amounts parties understand and agree that Buyer is purchasing the Trust Department Accounts and Related Assets only and is not assuming any direct or indirect liabilities of Securities Seller except as otherwise expressly provided herein. The "Trust Department Accounts and Related Assets" expressly shall not include any obligations of Seller, other than contract obligations arising under the Trust Department Agreements only after the date on which such Trust Department Accounts and Related Assets are effectively assigned to be purchased by Underwriters shall be Buyer on the dates as set forth in Schedule II hereto less Section 1.02 (c) below (each of which shall be a "Transfer Date"). Without limiting the respective amounts foregoing, in no event shall such contract obligations include any contract or other agreements with any third party that is not a party to a Trust Department Agreement assigned to Buyer pursuant to this Agreement (such as with Seller's data processors or investment advisors), whether or not such contract or agreement was entered into by Seller for the benefit of Contract Securities determined the Trust Department Accounts and Related Assets if Buyer would be personally or individually liable under such contract or agreement (except when such liability arises as provided belowa result of its breach of fiduciary duty with respect to a Trust Department Account). Securities Buyer shall assume all debts, liabilities, or obligations of Seller under the Trust Agreements, in each case arising on and after the Transfer Date. Seller will update Exhibits A and B to be purchased reflect any changes in the Trust Department Accounts occurring prior to the Transfer Date as a result of acquisitions and dispositions in the ordinary course of Seller's trust department business and as permitted by the Underwriters terms of this Agreement. (b) Exhibit C sets forth all required consents to the assignment to Buyer of irrevocable trusts which are Trust Department Agreements and all required appointments of Buyer as the successor to Seller (the "Appointments"). All other Trust Department Agreements require the consents of the Seller's customer in order for Seller to assign such Trust Department Agreements to Buyer. The consents required in order for Seller to assign all Trust Department Agreements to Buyer are herein sometimes called referred to as the "Underwriters' Securities" Consents". Seller will employ its best efforts in securing the Consents and Securities the Appointments. Buyer will purchase from Seller in accordance with the terms set forth herein only those Trust Department Accounts as to be purchased pursuant which all such required assignments or appointments have been obtained. (c) On each Transfer Date, Seller will transfer 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 Buyer records relating to the Representatives, for the account Trust Department Accounts and Related Assets assigned to Buyer on that date. Buyer shall not be obligated to acquire any Trust Department Accounts unless complete and accurate copies 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 records are made. Delayed Delivery Contracts available and 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 transferred to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of Buyer hereunder on 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 SecuritiesTransfer 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 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, 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 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 [Firm] Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of [Firm] Securities pursuant to delayed delivery arrangements, the respective principal amounts of [Firm] 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] [at a purchase price per share as set forth in Schedule I hereto, the number of Firm Securities (to be adjusted by you so as to eliminate fractional shares) as set forth opposite the name of such Underwriter on Schedule II hereto] [and in the event and to the extent that the Underwriters shall exercise their election to purchase Optional Securities, the Company agrees to sell to each Underwriter and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price [per share] as set forth in Schedule I hereto, that portion of the [number] [principal amount] of Optional Securities as to which such election shall have been exercised [(as adjusted by you so as to eliminate fractional shares)]. [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 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. You are to submit to the Company, at least three business days prior to the Closing Date (as hereinafter defined), the names of any institutional investors with which it is proposed that the Company enter into Delayed Delivery Contracts, the principal amount of Offered Securities to be purchased by each of them and the date of delivery thereof, 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 Offered Securities to be covered by each such Delayed Delivery Contract.]

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 Xxxxxx Xxxxx & Xxxx 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 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 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 8 8 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 the purchase price set forth in Schedule I hereto, the principal amount of the Debt Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, that if Schedule I hereto provides for the sale of such Debt Securities pursuant to delayed delivery arrangements, the respective principal amounts amount of such Debt Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts 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 are herein called "Contract Securities"." (b) If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Debt 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 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 educational and charitable institutions. The Company and the Guarantor 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 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 Debt 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 Debt 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 Debt 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, 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 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 compensation set forth in Schedule I hereto of the principal amount of the with respect to 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; 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 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, Company at the purchase price for the Debt Securities set forth in Schedule I hereto, the principal amount of the Debt Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Debt Securities pursuant to delayed delivery arrangements, the respective principal amounts of Debt 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. Debt Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Debt 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 Debt 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 Company, TWC or TBS 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 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 Guarantors 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.Delivery

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.

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 Securities" (as hereinafter defined) 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 delayed delivery contracts are herein sometimes called "Contract Securities." If so provided in Schedule I heretoI, 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 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 entering into of Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by shall in each case be subject to the Company but, except Company's approval and acceptance. 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. I. 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 heretoII, except to the extent that you the Representatives 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, and provided, further, that the Securities shall be issued in authorized denominations only.

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 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.and

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. 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 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 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 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. 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 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 (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. Subject to the terms and conditions set forth in the Prospectus as amended or supplemented, and in reliance upon the representations and warranties herein set forth, the Company agrees Offerors agree to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyOfferors, at the purchase price set forth in Schedule I heretoII to the applicable Pricing Agreement, the principal amount or number of shares of the Firm Designated Securities set forth opposite such Underwriter's name in Schedule II heretoI to the applicable Pricing Agreement. The Offerors may specify in the Pricing Agreement applicable to any Designated Securities that the Offerors thereby grant to the Underwriters the right (an "Over-allotment Option") to purchase at their election up to the number of Optional Designated Securities set forth in such Pricing Agreement, except thaton the terms set forth in the paragraph above, if Schedule I hereto provides for the sole purpose of covering over-allotments in the sale of the Firm Designated Securities. Any such election to purchase Optional Designated Securities pursuant may be exercised only by written notice from the Underwriters to delayed delivery arrangementsthe Offerors, given within a period specified in the respective principal amounts Pricing Agreement, setting forth the aggregate number of Optional Designated Securities to be purchased and the date on which such Optional Designated Securities are to be delivered, as determined by the Underwriters shall be but in no event earlier than the First Time of Delivery (as defined in Section 3 hereof) or, unless the Underwriters and the Offerors 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 II hereto less the respective amounts such Pricing Agreement. The number of Contract Securities determined as provided below. Optional Designated 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 added to the Representatives, for the account number 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 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 Pricing Agreement applicable to such Designated Securities shall be, in each case, the number of Contract Optional Designated Securities as which each of the principal amount Offerors has been advised by the Underwriters have been attributed to such Underwriter, provided that, if each of the Offerors has not been so advised, the number of Optional Designated Securities set forth opposite to be so added shall be, in each case, that proportion of Optional Designated Securities which the name number 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 number of Firm Designated Securities (rounded as the Underwriters may determine 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 nearest 100 securities). 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 Designated Securities which the Underwriters elect to purchase.

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 sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, Company at the purchase price for the Debt Securities set forth in Schedule I hereto, the principal amount of the Debt Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Debt Securities pursuant to delayed delivery arrangements, the respective principal amounts of Debt 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. Debt Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Debt 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 Debt 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 Company, ATC or WCI 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 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 Guarantors 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 Debt 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 Debt 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 Debt 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 (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 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 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 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 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 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 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.in

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 amounts of each series of the Securities set forth opposite such Underwriter's name in Schedule II hereto, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, 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 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 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 use their reasonable best efforts 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 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 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 and the Company agree that such reduction shall be otherwise than in such proportion and so advise the Company in writingproportion; 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 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 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 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 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 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 (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." 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 may only be made 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 < Page 3 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 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. 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 any Delayed Delivery ContractsContract. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall shall, in each case, 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 writingwriting or by telephone; 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. (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 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 (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 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 of [Purchased] 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 [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 Tenant shall have sixty (60) days from the date of the Sale Notice to deliver Tenant's Purchase Offer to Landlord. During such sixty (60) day period, or until receipt by Landlord of notice from Tenant that Tenant has decided not to pursue preparation of Tenant's Purchase Offer, if earlier, or until Landlord shall deliver its Offer Decision Notice (which Landlord shall deliver within thirty (30) days following receipt of Tenant's Purchase Offer as provided below), or Landlord's thirty (30) day period to deliver an Offer Decision Notice shall have expired, Landlord shall not offer for sale or otherwise market the Land and Building. Tenant shall include with Tenant's Purchase Offer, and as a condition to the terms and conditions and effectiveness thereof, a check payable to Landlord 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 amount of ten (10%) percent of the purchase price set forth proposed in Schedule I heretoTenant's Purchase Offer as a deposit. Such delivery of Tenant's Purchase Offer shall constitute an irrevocable offer to Landlord to purchase the Specified Interest in the Land and/or Building for the purchase price stated in Tenant's Purchase Offer, 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 subject to then usual and customary title and conveyance standards and conditions applicable to the sale of Securities pursuant large commercial office buildings in the Boston Central Business District promulgated by the Massachusetts Conveyancers' Association, or any successor thereto. If there is any dispute as to delayed delivery arrangementsthe then applicable title and conveyance standards and conditions, either party may give a Dispute Notice to the other party, which Dispute Notice shall specify in reasonable detail the respects in which such party believes that there is a dispute as to the applicable title and conveyance standards and conditions, and the dispute resolution mechanism of Article 30 shall become applicable. Landlord shall have thirty (30) days after submission of Tenant's Purchase Offer, to decide whether or not to accept Tenant's Purchase Offer, and to deliver a notice (the "Offer Decision Notice") to Tenant either accepting or refusing to accept the Purchase Offer. If Landlord accepts Tenant's Purchase Offer, Landlord shall be bound to sell, and Tenant shall be bound to purchase, the respective principal amounts of Securities to be purchased by Underwriters Specified Interest in the Land and/or the Building for the purchase price stated in Tenant's Purchase Offer. If Landlord rejects Tenant's Purchase Offer, the deposit shall be as set forth in Schedule II hereto less promptly refunded to Tenant. Any interest earned on the respective amounts of Contract Securities determined as provided below. Securities to deposit 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 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 party ultimately entitled to receive 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 Securitiesdeposit.

Purchase and Sale. (a) (i) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Corporation agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCorporation, 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 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 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." " (a) (ii) If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company Corporation pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company Corporation may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company Corporation 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 Corporation will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company Corporation but, except as the Company Corporation 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 Corporation 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 Corporation 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 Corporation 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 same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing the Underwritten Securities, 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, (i) the Company agrees to sell to each Underwriter the Representatives and each other Underwriter, and the Representatives and each other Underwriter agree, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amounts of the Firm Debt Securities set forth opposite their respective names in Schedule II hereto and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Option Debt Securities as hereinafter provided in this Section 2, the Company agrees to sell to the Representatives and each other Underwriter, and the Representatives and each other Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the portion of the principal amount of Option Debt Securities as to which such election shall have been exercised (adjusted by Salomon Smith Barney Inc. so as to ensure issuance of authorxxxx xxxxxxxxtions) determined by multiplying such amount by a fraction, the numerator of which is the maximum amount of Option Debt Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for and the sale denominator of which is the maximum amount of Debt Securities pursuant to delayed delivery arrangements, the respective principal amounts which all 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 entitled to be purchased pursuant purchase hereunder. The Company hereby grants to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized the option to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts")purchase, 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 andat their election, as compensation therefor, the Company will pay up to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the aggregate principal amount of the Option Debt 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 identified as Option Principal Amount, at the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount purchase price set forth in Schedule I hereto. The Underwriters will not have any responsibility , for the sole purpose of covering over-allotments in respect the sale of the validity or performance Firm Debt Securities. Such election may be exercised only by written notice from Salomon Smith Barney Inc. to the Company given within the period of Delayed Delivery Contracts. The principal 30 xxxxxxxx xxyx xxxxr the date of this Agreement, which notice shall set forth the aggregate amount of Option Debt Securities to be purchased and the date on which such Option Debt Securities are to be delivered, as determined by each Underwriter as set forth Salomon Smith Barney Inc. (but in Schedule II hereto shall be reduced by an amount which shall bear no event earlier than the same proportion to First Cloxxxx Xxxx, xx defined in Section 3, or, unless Salomon Smith Barney Inc. and the total principal amount of Contract Securities as Company otherwise agree in writing, xxxxxxx xxxx xxx xx later than 10 business days after the principal amount of Securities set forth opposite the name date 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 Securitiesnotice).

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) 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. 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.