Common use of Purchase, Sale and Delivery of Notes Clause in Contracts

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Corporation, at a purchase price of % of the principal amount of the Notes, plus accrued interest from , , the respective principal amount of Notes set forth opposite the names of the Underwriters in Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the Corporation, at 10:00 A.M., New York City time, on , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such date as shall be agreed upon by you and the Corporation (the "Closing Date"). Payment shall be made to the Corporation by wire transfer in immediately available funds, payable to the order of the Corporation against delivery of the Notes, in fully registered form, to you or upon your order. The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC").

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject Subject to the terms and conditions herein set forth, the Corporation agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Corporation, at a purchase price of % of the principal amount of the Notes, plus accrued interest from , to the Closing Date (as hereinafter defined), the respective principal amount of Notes set forth opposite the names of the Underwriters in Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the Corporation, at 10:00 A.M., New York City time, on , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such date as shall be agreed upon by you and the Corporation (the "Closing Date"). Payment shall be made to the Corporation by wire transfer in immediately available funds, payable to the order of the Corporation against delivery of the Notes, in fully registered form, to you or upon your order. The Notes shall be delivered in the form of one or more global certificates notes in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC")Corporation.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Corporation, at a purchase price of % of the principal amount of the Notes, plus accrued interest from , , the respective principal amount of Notes set forth opposite the names of the Underwriters in Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the Corporation, at 10:00 A.M., New York City time, on , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such date as shall be agreed upon by you and the Corporation (the "Closing Date"). Payment shall be made to the Corporation by wire transfer in immediately available funds, payable to the order of the Corporation against delivery of the Notes, in fully registered form, to you or upon your order. The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC").

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Corporation, at a purchase price of % of the principal amount of the Notes, plus accrued interest from , , the respective principal amount of Notes set forth opposite the names of the Underwriters in Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the Corporation, at 10:00 A.M.a.m., New York City time, on , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such and date as shall be agreed upon in writing by you and the Corporation (the "Closing Date"). Payment shall be made to the Corporation by wire transfer in immediately available funds, payable to the order of the Corporation against delivery of the Notes, in fully registered form, to you or upon your order. The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC").

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Corporation, Corporation at a purchase price of % of the principal amount of the Notes, plus accrued interest from , , the respective principal amount of Notes set forth opposite the names of the Underwriters in Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the Corporation, at 10:00 A.M.a.m., New York City time, on , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such and date as shall be agreed upon by you and the Corporation (the "Closing Date"). Payment shall be made to the Corporation by wire transfer in immediately available funds, payable to the order of the Corporation against delivery of the Notes, in fully registered form, to you or upon your order. The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC").

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Corporation, Corporation at a purchase price of % of the principal amount of the Notes, plus accrued interest from , , the respective principal amount of Notes set forth opposite the names of the Underwriters in Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the Corporation, at 10:00 A.M., New York City time, on , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such date as shall be agreed upon by you and the Corporation (the "Closing Date"). Payment shall be made to the Corporation by wire transfer in immediately available funds, payable to the order of the Corporation against delivery of the Notes, in fully registered form, to you or upon your order. The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC").

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CorporationCompany, at a purchase price of 98.412% of the principal amount of the Notes, Notes plus accrued interest interest, if any, from May 21, 2020 (and in the manner set forth below), the respective principal amount of Notes set forth opposite the names name of the Underwriters in each Underwriter on Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby agree to reimburse the Company $500,000 for expenses incurred by the Company in connection with the offering of the Notes. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the Corporation, at 10:00 A.M., New York City time, on , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such date as shall be agreed upon by you and the Corporation (the "Closing Date"). Payment reimbursement referred to above shall be made to the Corporation Company by wire transfer in of immediately available funds, payable to the order of the Corporation Company against delivery of the Notes, in fully registered form, to you or upon your orderorder at 10:00 a.m., New York City time, on May 21, 2020 or such other time and date as shall be mutually agreed upon in writing by the Company and the Representatives (the “Closing Date”). The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("“DTC"”). All documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CorporationCompany, at a purchase price of 99.293% of the principal amount of the Notes, Notes plus accrued interest interest, if any, from August 14, 2024 (and in the manner set forth below), the respective principal amount of Notes set forth opposite the names name of the Underwriters in each Underwriter on Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters also hereby agree to make a payment to the Company in an aggregate amount equal to $750,000, including in respect of expenses incurred by the Company in connection with the offering of the Notes. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the Corporation, at 10:00 A.M., New York City time, on , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such date as shall be agreed upon by you and the Corporation (the "Closing Date"). Payment payment referred to above shall be made to the Corporation Company by wire transfer in of immediately available funds, payable to the order of the Corporation Company against delivery of the Notes, in fully registered form, to you or upon your orderorder at 10:00 a.m., New York City time, on August 14, 2024 or such other time and date as shall be mutually agreed upon in writing by the Company and the Representatives (the “Closing Date”). The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("“DTC"”). All documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin llp, 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CorporationCompany, at a purchase price of 98.254% of the principal amount of the Notes, Notes plus accrued interest interest, if any, from May 13, 2022 (and in the manner set forth below), the respective principal amount of Notes set forth opposite the names name of the Underwriters in each Underwriter on Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby agree to make a payment to the Company in an amount equal to $500,000, including in respect of expenses incurred by the Company in connection with the offering of the Notes. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the Corporation, at 10:00 A.M., New York City time, on , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such date as shall be agreed upon by you and the Corporation (the "Closing Date"). Payment payment referred to above shall be made to the Corporation Company by wire transfer in of immediately available funds, payable to the order of the Corporation Company against delivery of the Notes, in fully registered form, to you or upon your orderorder at 10:00 a.m., New York City time, on May 13, 2022 or such other time and date as shall be mutually agreed upon in writing by the Company and the Representatives (the “Closing Date”). The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("“DTC"”). All documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Corporation, Company at a purchase price of % of the principal amount of the Notes, plus accrued interest from , , the respective principal amount of Notes set forth opposite the names of the Underwriters in Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the CorporationCompany, at 10:00 A.M.a.m., New York City time, on , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such and date as shall be agreed upon by you and the Corporation Company (the "Closing Date"). Payment shall be made to the Corporation Company by wire transfer in immediately available funds, payable to the order of the Corporation Company against delivery of the Notes, in fully registered form, to you or upon your order. The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC").

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Corporation, at a purchase price of % of the principal amount of the Notes, plus accrued interest from , to the Closing Date (as hereinafter defined), the respective principal amount of Notes set forth opposite the names of the Underwriters in Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the Corporation, at 10:00 A.M., New York City time, on , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such date as shall be agreed upon by you and the Corporation (the "Closing Date"). Payment shall be made to the Corporation by wire transfer in immediately available funds, payable to the order of the Corporation against delivery of the Notes, in fully registered form, to you or upon your order. The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC").. 2

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Corporation, at a purchase price of % of the principal amount of the Notes, plus accrued interest from , , the respective principal amount of Notes set forth opposite the names of the Underwriters in Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the Corporation, at 10:00 A.M., New York City time, on , , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such date as shall be agreed upon by you and the Corporation (the "Closing Date"). Payment shall be made to the Corporation by wire transfer in immediately available funds, payable to the order of the Corporation against delivery of the Notes, in fully registered form, to you or upon your order. The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC").. 2

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CorporationCompany, at a purchase price of 99.800% of the principal amount of the Notes, Notes plus accrued interest interest, if any, from August 20, 2020 (and in the manner set forth below), the respective principal amount of Notes set forth opposite the names name of the Underwriters in each Underwriter on Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to reimburse the Company for expenses incurred in connection with the offering of the Notes in an aggregate amount equal to $350,000. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the Corporation, at 10:00 A.M., New York City time, on , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such date as shall be agreed upon by you and the Corporation (the "Closing Date"). Payment reimbursement referred to above shall be made to the Corporation Company by wire transfer in of immediately available funds, payable to the order of the Corporation Company against delivery of the Notes, in fully registered form, to you or upon your orderorder at 10:00 a.m., New York City time, on August 20, 2020 or such other time and date as shall be mutually agreed upon in writing by the Company and the Representatives (the “Closing Date”). The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("“DTC"”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Corporation, at a purchase price of 99.212% of the principal amount of the Notes, Notes plus accrued interest from January 26, 2009 (and in the manner set forth below), the respective principal amount of Notes set forth opposite the names of the Underwriters in Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby agree to reimburse the Corporation in an amount equal to $1,875,000, including in respect of expenses incurred by us in connection with the offering. Payment of the purchase price for the Notes to be purchased by the Underwriters and the reimbursement shall be made at the offices of Xxxxx Xxxxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 1301 Avenue of the Americas0000 Xxx Xxxx Xxxxxx, New YorkX.X. Xxxxxxxxxx, N.Y.X.X. 00000, or at such other place as shall be mutually agreed upon by you the Representatives and the Corporation, at 10:00 A.M.a.m., New York City time, on June 16, (unless postponed in accordance with the provisions of Section 8) 2008 or such other time not later than three full business days after such and date as shall be agreed upon in writing by you the Corporation and the Corporation Representatives (the "“Closing Date"”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin llp, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Payment shall be made to the Corporation by wire transfer in immediately available funds, payable to the order of the Corporation against delivery of the Notes, in fully registered form, to you or upon your order. The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("“DTC"”).

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Corporation, at a purchase price of % of the principal amount of the Notes, Notes plus accrued interest from , , the respective principal amount of Notes set forth opposite the names of the Underwriters in Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLPSimpson Thacher & Bartlett, 1301 Avenue of the Americas425 Lexington Avenue, New York, N.Y., or at such other place 10010, xx xx xxxx xthex xxxxx as shall be mutually agreed upon by you and the xxxxx xx xxxxxxxx xxxxxx xxxx xx xxx xxx xhe Corporation, at 10:00 A.M.a.m., New York City time, on , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such and date as shall be agreed upon in writing by you and the Corporation (the "Closing Date"). Payment shall be made to the Corporation by wire transfer in immediately available funds, payable to the order of the Corporation against delivery of the Notes, in fully registered form, to you or upon your order. The Notes shall each be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC").

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Corporation, at a purchase price of 99.031% of the principal amount of the Notes, Notes plus accrued interest interest, if any, from May 15, 2020 (and in the manner set forth below), the respective principal amount of Notes set forth opposite the names of the Underwriters in Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby agree to make a payment to the Corporation in an amount equal to $1,000,000, including in respect of expenses incurred by the Corporation in connection with the offering of the Notes. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the Corporation, at 10:00 A.M., New York City time, on , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such date as shall be agreed upon by you and the Corporation (the "Closing Date"). Payment payment referred to above shall be made to the Corporation by wire transfer in of immediately available funds, payable to the order of the Corporation against delivery of the Notes, in fully registered formforms, to you or upon your orderorder at 10:00 a.m., New York City time, on May 15, 2020 or such other time and date as shall be mutually agreed upon in writing by the Corporation and the Representatives (the “Closing Date”). The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("“DTC"”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin llp, 700 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Corporation, at a purchase price of % of the principal amount of the Notes, plus accrued interest from , , the respective principal amount of Notes set forth opposite the names of the Underwriters in Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the Corporation, at 10:00 A.M., New York City time, on , , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such date as shall be agreed upon by you and the Corporation (the "Closing Date"). Payment shall be made to the Corporation by wire transfer in immediately available funds, payable to the order of the Corporation against delivery of the Notes, in fully registered form, to you or upon your order. The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC").2

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Corporation agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Corporation, at a purchase price of % of the principal amount of the Notes, plus accrued interest from , to the Closing Date (as hereinafter defined), the respective principal amount of Notes set forth opposite the names of the Underwriters in Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the Corporation, at 10:00 A.M., New York City time, on , (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such date as shall be agreed upon by you and the Corporation (the "Closing Date"). Payment shall be made to the Corporation by wire transfer in immediately available funds, payable to the order of the Corporation against delivery of the Notes, in fully registered form, to you or upon your order. The Notes shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC").