Common use of Purchase of the Underwritten Securities Clause in Contracts

Purchase of the Underwritten Securities. (a) The obligation of the Underwriters to purchase, and the Corporation to sell, the Underwritten Securities is evidenced by a Terms Agreement delivered at the time the Corporation determines to sell the Underwritten Securities. The Terms Agreement specifies the firm or firms that will be the Underwriters, the principal amount or number of the Underwritten Securities to be purchased by each Underwriter, the purchase price or prices to be paid by the Underwriters for the Underwritten Securities, the public offering price or prices, if any, of the Underwritten Securities, and the Underwriters' compensation therefor and any terms of the Underwritten Securities not already specified in the Indenture or the Warrant Agreement, as the case may be. The Terms Agreement Annex A - 2 11 specifies any details of the terms of the offering which should be reflected in the supplement to the Basic Prospectus related to the offering of the Underwritten Securities. (b) It is understood that, in making this Agreement, the Underwriters are contracting severally and not jointly, and that their several agreements to purchase the Underwritten Securities on the basis of the agreements and representations herein contained shall be several and not joint and shall apply only to the respective principal amounts or number of the Underwritten Securities to be purchased by them as provided herein. (c) Each of the Underwriters shall not offer or sell, directly or indirectly, any Underwritten Securities in (i) Canada or any province or territory thereof in contravention of the securities laws of Canada or any province or territory thereof or (ii) any jurisdiction in the United States other than to institutional investors or as otherwise permitted by state securities or blue sky laws. (d) Each Underwriter shall send to any dealer who purchases from it any of the Underwritten Securities a notice stating in substance that, by purchasing such Underwritten Securities, such dealer represents that it has not offered or sold and shall not offer or sell, directly or indirectly, any of such Underwritten Securities in Canada or to, or for the benefit of, any resident of Canada in contravention of the securities laws of Canada or any province or territory thereof and that it shall deliver to any other dealer to whom it sells any of such Underwritten Securities a notice containing substantially the same statement as is contained in this sentence. It also undertakes not to distribute any offering material related to the Underwritten Securities in Canada. Each Underwriter and any dealer who purchases from it any of the Underwritten Securities may be required to furnish a certificate stating that it, or any such dealer, has complied with the restrictions set forth in this paragraph.

Purchase of the Underwritten Securities. (a) The obligation of the Underwriters Company agrees to purchase, issue and the Corporation to sell, sell the Underwritten Securities is evidenced by a Terms Agreement delivered at to the time several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the Corporation determines basis of the representations, warranties and agreements set forth herein and subject to sell the Underwritten Securities. The Terms Agreement specifies conditions set forth herein, agrees, severally and not jointly, to purchase from the firm or firms that will be Company the Underwriters, the respective principal amount or number of the Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to be purchased by each Underwriter, 96.85% of the principal amount thereof for retail orders ($24.2125 purchase price or prices to be paid by in respect of $116,750,000 aggregate principal amount) and 98.00% of the Underwriters principal amount thereof for the Underwritten Securitiesinstitutional orders ($24.5000 purchase price in respect of $83,250,000 aggregate principal amount), the public offering price or pricesplus accrued interest, if any, of the Underwritten Securitiesfrom September 16, and the Underwriters' compensation therefor and any terms of the Underwritten Securities not already specified in the Indenture or the Warrant Agreement, as the case may be. The Terms Agreement Annex A - 2 11 specifies any details of the terms of the offering which should be reflected in the supplement 2019 to the Basic Prospectus related to the offering of the Underwritten SecuritiesClosing Date. (b) It is understood that, in making this Agreement, [Reserved.] (c) The Company understands that the Underwriters are contracting severally and not jointlyintend to make a public offering of the Underwritten Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and that their several agreements initially to purchase offer the Underwritten Securities on the basis of terms set forth in the agreements Pricing Disclosure Package. The Company acknowledges and representations herein contained shall be several agrees that the Underwriters may offer and not joint and shall apply only to the respective principal amounts or number of the sell Underwritten Securities to be purchased by them as provided herein. (c) Each or through any affiliate of the Underwriters shall not offer or sell, directly or indirectly, any Underwritten Securities in (i) Canada or any province or territory thereof in contravention of the securities laws of Canada or any province or territory thereof or (ii) any jurisdiction in the United States other than to institutional investors or as otherwise permitted by state securities or blue sky lawsan Underwriter. (d) Each Underwriter shall send (i) The Company will deliver the Underwritten Securities, with transfer taxes thereon duly paid, to any dealer who purchases from it any the Underwriters in book entry form through the facilities of The Depository Trust Company (“DTC”) for the account of the Underwriters, in the form of one or more global notes (each, a “Global Note”) against payment of the purchase price in Federal (same day) funds by wire transfer to an account of the Company in connection with the closing of the transaction at the office of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on September 16, 2019 (unless such time and date are postponed in accordance with Section 10 hereof), or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment for the Underwritten Securities a notice stating is referred to herein as the “Closing Date.” Global Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that each of the Underwriters is acting solely in substance thatthe capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Underwritten Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter are advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by purchasing the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such Underwritten Securities, such dealer represents that it has not offered or sold transactions will be performed solely for the benefit of the Underwriters and shall not offer or sell, directly or indirectly, any of such Underwritten Securities in Canada or to, or for the benefit of, any resident of Canada in contravention be on behalf of the securities laws of Canada or any province or territory thereof and that it shall deliver to any other dealer to whom it sells any of such Underwritten Securities a notice containing substantially the same statement as is contained in this sentence. It also undertakes not to distribute any offering material related to the Underwritten Securities in Canada. Each Underwriter and any dealer who purchases from it any of the Underwritten Securities may be required to furnish a certificate stating that it, or any such dealer, has complied with the restrictions set forth in this paragraphCompany.

Purchase of the Underwritten Securities. (a) The obligation of the Underwriters to purchase, and the Corporation to sell, the Underwritten Securities is evidenced by a Terms Agreement delivered at the time the Corporation determines to sell the Underwritten Securities. The Terms Agreement specifies the firm or firms that will be the Underwriters, the principal amount or number of the Underwritten Securities to be purchased by each Underwriter, the purchase price or prices to be paid by the Underwriters for the Underwritten Securities, the public offering price or prices, if any, of the Underwritten Securities, and the Underwriters' compensation therefor and any terms of the Underwritten Securities not already specified in the Indenture or the Warrant Agreement, as the case may be. The Terms Agreement Annex A - 2 11 specifies any details of the terms of the offering which should be reflected in the supplement to the Basic Prospectus related to the offering of the Underwritten Securities. (b) It is understood that, in making this Agreement, the Underwriters are contracting severally and not jointly, and that their several agreements to purchase the Underwritten Securities on the basis of the agreements and representations herein contained shall be several and not joint and shall apply only to the respective principal amounts or number of the Underwritten Securities to be purchased by them as provided herein. (c) Each of the Underwriters shall not offer or sell, directly or indirectly, any Underwritten Securities in (i) Canada or any province or territory thereof in contravention of the securities laws of Canada or any province or territory thereof or (ii) any jurisdiction in the United States other than to institutional investors or as otherwise permitted by state securities or blue sky laws. (d) Each Underwriter shall send to any dealer who purchases from it any of the Underwritten Securities a notice stating in substance that, by purchasing such Underwritten Securities, such dealer represents that it has not offered or sold and shall not offer or sell, directly or indirectly, any of such Underwritten Securities in Canada or to, or for the benefit of, any resident of Canada in contravention of the securities laws of Canada or any province or territory thereof and that it shall deliver to any other dealer to whom it sells any of such Underwritten Securities a notice containing substantially the same statement as is contained in this sentence. It also undertakes not to distribute any offering material related to the Underwritten Securities in Canada. Each Underwriter and any dealer who purchases from it any of the Underwritten Securities may be required to furnish a certificate stating that it, or any such dealer, has complied with the restrictions set forth in this paragraph.

Purchase of the Underwritten Securities. (a) The obligation of the Underwriters to purchase, and the Corporation to sell, the Underwritten Securities is evidenced by a Terms Agreement delivered at the time the Corporation determines to sell the Underwritten Securities. The Terms Agreement specifies the firm or firms that will be the Underwriters, the principal amount or number of the Underwritten Securities to be purchased by each Underwriter, the purchase price or prices to be paid by the Underwriters for the Underwritten Securities, the public offering price or prices, if any, of the Underwritten Securities, and the Underwriters' compensation therefor and any terms of the Underwritten Securities not already specified in the Indenture or the Warrant Agreement, as the case may be. The Terms Agreement Annex A - 2 11 specifies any details of the terms of the offering which should be reflected in the supplement to the Basic Prospectus related to the offering of the Underwritten Securities. (b) It is understood that, in making this Agreement, the Underwriters are contracting severally and not jointly, and that their several agreements to purchase the Underwritten Securities on the basis of the agreements and representations herein contained shall be several and not joint and shall apply only to the respective principal amounts or number of the Underwritten Securities to be purchased by them as provided herein. (c) Each of the Underwriters shall not offer or sell, directly or indirectly, any Underwritten Securities in (i) Canada or any province or territory thereof in contravention of the securities laws of Canada or any province or territory thereof or (ii) any jurisdiction in the United States other than to institutional investors or as otherwise permitted by state securities or blue sky laws. (d) Each Underwriter shall send to any dealer who purchases from it any of the Underwritten Securities a notice stating in substance that, by purchasing such Underwritten Securities, such dealer represents that it has not offered or sold and shall not offer or sell, directly or indirectly, any of such Underwritten Securities in Canada or to, or for the benefit of, any resident of Canada in contravention of the securities laws of Canada or any province or territory thereof and that it shall deliver to any other dealer to whom it sells any of such Underwritten Securities a notice containing substantially the same statement as is contained in this sentence. It also undertakes not to distribute any offering material related to the Underwritten Securities in Canada. Each Underwriter and any dealer who purchases from it any of the Underwritten Securities may be required to furnish a certificate stating that it, or any such dealer, has complied with the restrictions set forth in this paragraph.

Purchase of the Underwritten Securities. (a) The obligation of Company agrees to issue and sell the Firm Securities to the several Underwriters to purchaseas provided in this underwriting agreement (this “Agreement”), and the Corporation to sell, the Underwritten Securities is evidenced by a Terms Agreement delivered at the time the Corporation determines to sell the Underwritten Securities. The Terms Agreement specifies the firm or firms that will be the Underwriters, the principal amount or number of the Underwritten Securities to be purchased by each Underwriter, on the purchase price or prices to be paid by the Underwriters for the Underwritten Securities, the public offering price or prices, if any, basis of the Underwritten Securitiesrepresentations, warranties and the Underwriters' compensation therefor agreements set forth herein and any terms of the Underwritten Securities not already specified in the Indenture or the Warrant Agreement, as the case may be. The Terms Agreement Annex A - 2 11 specifies any details of the terms of the offering which should be reflected in the supplement subject to the Basic Prospectus related conditions set forth herein, agrees, severally and not jointly, to purchase from the offering Company the respective number of Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per Firm Security (the Underwritten Securities“Purchase Price”) of $48.50. (b) It is understood thatOn the basis of the representations, in making this Agreementwarranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Underwriters are contracting shall have the option to purchase, severally and not jointly, the Optional Securities at the Purchase Price referred to in Section 2(a). The option hereby granted may be exercised only for the purpose of covering over-allotments that may be made in connection with the offering and that their several agreements distribution of the Firm Securities. The Underwriters may exercise such option by written notice from the Underwriters given to the Company from time to time setting forth the aggregate number of Optional Securities as to which the option is being exercised and the date and time when the Optional Securities are to be delivered and paid for, which may be the Closing Date but shall not be earlier than the Closing Date nor later than the thirteenth calendar day from, and including, the Closing Date. The Underwriters shall not be under any obligation to purchase any of the Optional Securities prior to the exercise of such option. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Underwriters to the Company. On each Additional Closing Date (as defined below), if any, each Underwriter agrees, severally and not jointly, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, to purchase from the Company at the Purchase Price the number of Optional Securities that bears the same ratio to the aggregate number of Optional Securities being purchased on such Additional Closing Date as the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Securities being purchased by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Optional Securities as the Representative in its sole discretion shall make. (c) The Company understands that the Underwriters intend to make a public offering of the Underwritten Securities as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Underwritten Securities on the basis terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Underwritten Securities to or through any affiliate of an Underwriter. (i) The Company will deliver the Firm Securities, with transfer taxes thereon duly paid, to the Underwriters in book entry form through the facilities of The Depository Trust Company (“DTC”) for the account of the agreements Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account of the Company in connection with the closing of the transaction at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on March 22, 2021 (unless such time and representations date are postponed in accordance with Section 10 hereof), or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Optional Securities, on the date (which date shall not be earlier than the Closing Date (as defined below)) and at the time and place specified in the written notice of the Underwriters’ election to purchase such Optional Securities. The time and date of such payment for the Firm Securities is referred to herein contained shall be several as the “Closing Date”, and not joint the time and shall apply only date for such payment for the Optional Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. (ii) The Company will deliver the Optional Securities being purchased, with transfer taxes thereon duly paid, to the respective principal amounts or number Underwriters in book entry form through the facilities of the DTC on each Additional Closing Date for the account of the Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account of the Company at the above specified office, in connection with the closing of the transaction. (iii) Delivery of the Underwritten Securities to shall be purchased by them as provided hereinmade through the facilities of DTC unless the Representative shall otherwise instruct. (ce) Each The Company acknowledges and agrees that each of the Underwriters shall not offer or sell, directly or indirectly, any is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Underwritten Securities contemplated hereby (including in (iconnection with determining the terms of the offering) Canada and not as financial advisors or fiduciaries to, or agents of, the Company or any province other person. Additionally, neither the Representative nor any other Underwriter are advising the Company or territory thereof any other person as to any legal, tax, investment, accounting or regulatory matters in contravention any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the securities laws of Canada transactions contemplated hereby, and the Underwriters shall have no responsibility or any province or territory thereof or (ii) any jurisdiction in liability to the United States other than to institutional investors or as otherwise permitted Company with respect thereto. Any review by state securities or blue sky laws. (d) Each Underwriter shall send to any dealer who purchases from it any the Underwriters of the Underwritten Securities a notice stating in substance thatCompany, by purchasing the transactions contemplated hereby or other matters relating to such Underwritten Securities, such dealer represents that it has not offered or sold transactions will be performed solely for the benefit of the Underwriters and shall not offer or sell, directly or indirectly, any of such Underwritten Securities in Canada or to, or for the benefit of, any resident of Canada in contravention be on behalf of the securities laws of Canada or any province or territory thereof and that it shall deliver to any other dealer to whom it sells any of such Underwritten Securities a notice containing substantially the same statement as is contained in this sentence. It also undertakes not to distribute any offering material related to the Underwritten Securities in Canada. Each Underwriter and any dealer who purchases from it any of the Underwritten Securities may be required to furnish a certificate stating that it, or any such dealer, has complied with the restrictions set forth in this paragraphCompany.

Purchase of the Underwritten Securities. (a) The obligation of Company agrees to issue and sell the Firm Securities to the several Underwriters to purchaseas provided in this underwriting agreement (this “Agreement”), and the Corporation to sell, the Underwritten Securities is evidenced by a Terms Agreement delivered at the time the Corporation determines to sell the Underwritten Securities. The Terms Agreement specifies the firm or firms that will be the Underwriters, the principal amount or number of the Underwritten Securities to be purchased by each Underwriter, on the purchase price or prices to be paid by the Underwriters for the Underwritten Securities, the public offering price or prices, if any, basis of the Underwritten Securitiesrepresentations, warranties and the Underwriters' compensation therefor agreements set forth herein and any terms of the Underwritten Securities not already specified in the Indenture or the Warrant Agreement, as the case may be. The Terms Agreement Annex A - 2 11 specifies any details of the terms of the offering which should be reflected in the supplement subject to the Basic Prospectus related conditions set forth herein, agrees, severally and not jointly, to purchase from the offering Company the respective number of Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per Firm Security (the Underwritten Securities“Purchase Price”) of $48.50. (b) It is understood thatOn the basis of the representations, in making this Agreementwarranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Underwriters are contracting shall have the option to purchase, severally and not jointly, the Optional Securities at the Purchase Price referred to in Section 2(a). The option hereby granted may be exercised only for the purpose of covering over-allotments that may be made in connection with the offering and that their several agreements distribution of the Firm Securities. The Underwriters may exercise such option by written notice from the Underwriters given to the Company from time to time setting forth the aggregate number of Optional Securities as to which the option is being exercised and the date and time when the Optional Securities are to be delivered and paid for, which may be the Closing Date but shall not be earlier than the Closing Date nor later than the thirteenth calendar day from, and including, the Closing Date. The Underwriters shall not be under any obligation to purchase any of the Optional Securities prior to the exercise of such option. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Underwriters to the Company. On each Additional Closing Date (as defined below), if any, each Underwriter agrees, severally and not jointly, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, to purchase from the Company at the Purchase Price the number of Optional Securities that bears the same ratio to the aggregate number of Optional Securities being purchased on such Additional Closing Date as the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Securities being purchased by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Optional Securities as the Representatives in their sole discretion shall make. (c) The Company understands that the Underwriters intend to make a public offering of the Underwritten Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Underwritten Securities on the basis terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Underwritten Securities to or through any affiliate of an Underwriter. (i) The Company will deliver the Firm Securities, with transfer taxes thereon duly paid, to the Underwriters in book entry form through the facilities of The Depository Trust Company (“DTC”) for the account of the agreements Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account of the Company in connection with the closing of the transaction at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, at 10:00 A.M., New York Cxxx xxxx, on Xxxxx 00, 2018 (xxxxxx xxxx xxxx xxx xxxx xxx xxxxxxxxx xx xccordance with Section 10 hereof), or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and representations the Company may agree upon in writing or, in the case of the Optional Securities, on the date (which date shall not be earlier than the Closing Date (as defined below)) and at the time and place specified in the written notice of the Underwriters’ election to purchase such Optional Securities. The time and date of such payment for the Firm Securities is referred to herein contained shall be several as the “Closing Date”, and not joint the time and shall apply only date for such payment for the Optional Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. (ii) The Company will deliver the Optional Securities being purchased, with transfer taxes thereon duly paid, to the respective principal amounts or number Underwriters in book entry form through the facilities of the DTC on each Additional Closing Date for the account of the Underwriters against payment of the purchase price in Federal (same day) funds by wire transfer to an account of the Company at the above specified office, in connection with the closing of the transaction. (iii) Delivery of the Underwritten Securities to shall be purchased by them as provided hereinmade through the facilities of DTC unless the Representatives shall otherwise instruct. (ce) Each The Company acknowledges and agrees that each of the Underwriters shall not offer or sell, directly or indirectly, any is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Underwritten Securities contemplated hereby (including in (iconnection with determining the terms of the offering) Canada and not as financial advisors or fiduciaries to, or agents of, the Company or any province or territory thereof in contravention other person. Additionally, none of the securities laws of Canada Representatives or any province other Underwriter are advising the Company or territory thereof or (ii) any jurisdiction in the United States other than to institutional investors or person as otherwise permitted by state securities or blue sky laws. (d) Each Underwriter shall send to any dealer who purchases from it legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Underwritten Securities a notice stating in substance thattransactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by purchasing the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such Underwritten Securities, such dealer represents that it has not offered or sold transactions will be performed solely for the benefit of the Underwriters and shall not offer or sell, directly or indirectly, any of such Underwritten Securities in Canada or to, or for the benefit of, any resident of Canada in contravention be on behalf of the securities laws of Canada or any province or territory thereof and that it shall deliver to any other dealer to whom it sells any of such Underwritten Securities a notice containing substantially the same statement as is contained in this sentence. It also undertakes not to distribute any offering material related to the Underwritten Securities in Canada. Each Underwriter and any dealer who purchases from it any of the Underwritten Securities may be required to furnish a certificate stating that it, or any such dealer, has complied with the restrictions set forth in this paragraphCompany.