Common use of Purchases as Principal Clause in Contracts

Purchases as Principal. Each sale of Notes to one or more Agents as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent(s) pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer group. Such Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) hereof.

Purchases as Principal. Each sale of Notes Securities to one or more Agents an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) the Agent shall otherwise agree) pursuant to in a separate agreement which will provide for the sale of such Notes Securities to, and the purchase and reoffering thereof by such Agent(s)by, the Agent. Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, ) between the applicable Agent(s) an Agent and the Company) Company is herein referred to as a "“Terms Agreement". .” Unless the context otherwise requires, each reference contained herein to "“this Agreement" ” shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)an Agent. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include be with respect to such information (as applicable) as is specified in Schedule B Exhibit A hereto. An Agent's ’s commitment to purchase Notes Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify (i) the principal amount of Notes Securities to be purchased by the applicable Agent(s) such Agent pursuant thereto, (ii) the price to be paid to the Company for such Notes Securities (whichwhich shall be at a discount, if not so any, as specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), (iii) the time and place of delivery of and payment for such NotesSecurities, (iv) any provisions relating to the rights of and any default provisions by any broker or dealer acting together with respect to Notes to be purchased by more than one such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the NotesSecurities) as may be mutually agreed upon. An Agent The Agents may utilize a selling or dealer group in connection with the resale of the Notes Securities purchased and may offer all reallow to any broker or dealer any portion of the discount received from the Company to such selling or dealer groupcommission payable pursuant hereto. Such Terms Agreement shall also specify the requirements for any officers' the stand-off agreement, officer’s certificate, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b3(l), 7(c5(b), 5(c), 5(d), 5(f) and 7(d5(g) hereof. Securities to be purchased by an Agent as principal are herein called the “Purchased Securities.” Purchased Securities will be represented by a global certificate (the “Book-Entry Securities”) registered in the name of the depositary (the “Depositary”) specified in the Prospectus or by certificates issued in definitive form (the “Certificated Securities”). Delivery of Certificated Securities shall be made to the Agent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, in either case, against payment by the Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in such names and in such denominations as the Agent may request not less than two full business days prior to the applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the Agent in the city in which delivery and payment is to occur, not later than 2 p.m., on the business day prior to the applicable Closing Date. If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail on the Closing Date to purchase the Securities which it or they are obligated to purchase (the “Defaulted Securities”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one purchased from the Trust by the Dealer(s), individually or more Agents in a syndicate, as principal shall be made in accordance with terms herein and the terms contained herein and (unless the Company and agreed upon between such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes toDealer(s), on one hand, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)Trust, on the other hand pursuant to this Distribution Agreement. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An AgentA Dealer's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify The Dealer(s) may engage the principal amount services of Notes to be purchased by the applicable Agent(s) pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such selling or dealer groupamounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, the nondefaulting Dealer(s) shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s); or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Dealer. Such Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters No action taken pursuant to (and consistent with) Sections 7(bthis paragraph shall relieve any defaulting Dealer from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), 7(c) on one hand, or the Company and 7(d) hereofthe Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one purchased from a Trust by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein agreed upon between such Agent or Agents and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement Trust (which may terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in the Pricing Supplement and shall be an oral agreementagreed upon orally, confirmed with written confirmation to be in writing as promptly as practicable as described below if requested by the Company, between form of the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement"). Unless the context otherwise requires, each reference contained references herein to "this Agreement" shall be deemed to include any the applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission of one or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment more Agents to purchase Notes from a Trust as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forthprincipal. Each Terms Agreement shall specify the principal amount purchase of Notes to be purchased by the applicable Agent(s) pursuant theretoAgents (other xxxx Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated, acting in its capacity as the price to be paid to the Company for such Notes (whichRetail Agent), if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A B hereto). Each purchase of Notes by Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated, acting in its capacity as the time and place Retail Agent, unless otherwise agreed, shall be at a discount from the principal amount of delivery each such Note equivalent to the applicable commission set forth in Schedule C hereto. The Agents may engage the services of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from the Company a Trust in connection with such purchases to such selling brokers or dealer groupdealers. Such If a Trust and two or more Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from such Trust as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such Terms Agreement shall also specify terminate without liability on the requirements for part of any officers' certificate, opinions of counsel and "comfort" letters nondefaulting Agent. No action taken pursuant to (this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company and consistent with) Sections 7(b), 7(c) and 7(d) hereofsuch Trust shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale Purchases of Notes to one from the Company by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein agreed upon between such Agent or Agents and (unless the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes tobe agreed upon orally, and the purchase and reoffering thereof with written confirmation prepared by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by Agent or Agents and mailed to the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement Unless the context otherwise requires, references herein to "this Agreement" shall specify the principal amount of Notes to be purchased by include the applicable Agent(s) pursuant thereto, the price agreement of one or more Agents to be paid to purchase Notes from the Company for such Notes (whichas principal. Each purchase of Notes, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto), . The Agents may engage the time and place services of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from the Company in connection with such purchases to such selling brokers or dealer groupdealers. Such Terms Agreement At the time of each purchase of Notes from the Company by one or more Agents as principal, such Agent or Agents shall also specify the requirements for any the officers' certificate, opinions opinion of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) hereof. If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Company as principal and one or more of such Agents shall fail at the relevant Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (A) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on such Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (B) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on such Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company shall have the right to postpone the relevant Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale Unless otherwise agreed by the relevant Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes to one shall be purchased by the relevant Agent or more Agents as principal principal. Such purchases shall be made in accordance with terms agreed upon by the terms contained herein relevant Agent or Agents and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement (which may terms shall be an oral agreement, confirmed agreed upon either in writing as promptly as practicable as described below if requested substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied to the Company, between the applicable Agent(s) and the Company) is herein referred in each case, with such changes agreed to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between by the Company and the applicable Agent(srelevant Agents). Each such Terms AgreementAny agreement entered into pursuant to the previous sentence, whether including any oral (and, if requested by the Company, agreement confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (is referred to herein as applicable) as is specified in Schedule B heretoa “Terms Agreement”. An Agent's ’s commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forthforth and the applicable Terms Agreement. Each Terms Agreement shall specify the principal amount purchase of Notes to be purchased Notes, unless otherwise agreed by the applicable Agent(s) pursuant thereto, Company and the price to be paid to the Company for such Notes (which, if not so Agents and specified in a Terms Agreementthe applicable Pricing Supplement, shall be at a discount equivalent to from the principal amount of each such Note as agreed by the Company and the Agents at the time of such purchase and as specified in the applicable commission set forth in Schedule A hereto), Terms Agreement and Pricing Supplement. At the time and place of delivery each purchase of and payment for Notes by an Agent as principal, such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer group. Such Terms Agreement shall also specify the requirements for any the clear market agreement, officers' certificate’ certificates, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. Each sale Unless otherwise agreed by the relevant Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes to one shall be purchased by the relevant Agent or more Agents as principal principal. Such purchases shall be made in accordance with terms agreed upon by the terms contained herein related Agent or Agents and (unless the Company (which terms shall be agreed upon either in writing substantially in the form of Exhibit D hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit D hereto and such Agent(s) shall otherwise agree) mailed, e-mailed or telecopied to the Company). Any agreement entered into pursuant to a separate the previous sentence, including any oral agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by in the Companyform of Exhibit D hereto, between the applicable Agent(s) and the Company) is herein referred to herein as a "“Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto”. An Agent's ’s commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forthforth and the applicable Terms Agreement. Each Terms Agreement shall specify the principal amount purchase of Notes to be purchased Notes, unless otherwise agreed by the applicable Agent(s) pursuant thereto, Company and the price to be paid to the Company for such Notes (which, if not so Agents and specified in a Terms Agreementthe applicable Pricing Supplement, shall be at a discount equivalent to from the principal amount of each such Note as agreed by the Company and the Agents at the time of such purchase and as specified in the applicable commission set forth in Schedule A hereto), Terms Agreement and Pricing Supplement. At the time and place of delivery each purchase of and payment for Notes by an Agent as principal, such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer group. Such Terms Agreement shall also specify the requirements for any the stand-off agreement, officers' certificate’ certificates, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. Each sale of Notes Program Securities to one or more Agents you as principal shall be made in accordance with the terms contained herein and (unless of this Agreement. In connection with each such sale, the Company and such Agent(s) shall otherwise agree) pursuant to relevant Issuer will enter into a separate agreement which Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement that will provide for the sale of such Notes to, Program Securities to and the purchase and reoffering thereof by such Agent(s)you. Each such separate Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement will take the form of either (i) a written agreement (between you and the relevant Issuer, which may be an oral agreementsubstantially in the form of Exhibit A, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission Exhibit A-1 or otherwise) or in writing, shall include such information Exhibit A-2 (as applicable) as is specified hereto (in Schedule B heretothe case of Notes, a “Written Notes Terms Agreement,” in the case of Units, a “Written Units Terms Agreement” and in the case of Warrants, a “Written Warrants Terms Agreement”), or (ii) an oral agreement between you and the relevant Issuer confirmed in writing by you to the relevant Issuer. An Agent's Your commitment to purchase Notes Program Securities as principal pursuant to any a Notes Terms Agreement, Units Terms Agreement or otherwise Warrants Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company relevant Issuer and the Guarantor, if applicable, herein contained and shall be subject to the terms and conditions herein set forth. Each (i) Notes Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent(s) you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company relevant Issuer for such Notes (whichNotes, the interest rate and interest rate formula, if not so specified any, applicable to such Notes and any other terms of such Notes, (ii) Units Terms Agreement shall specify (a) the information set forth in (i) above with respect to any Notes issued as part of a Unit, (b) with respect to any Warrants issued as part of a Unit, the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants and (c) with respect to any Purchase Contracts issued as part of a Unit, the settlement date, the purchase or sale price or any other terms of such Purchase Contracts and (iii) Warrants Terms Agreement shall specify the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants. Each such Notes Terms Agreement, shall be at Units Terms Agreement or Warrants Terms Agreement may also specify any requirements for officers’ certificates, opinions of counsel and letters from the independent auditors of the relevant Issuer and/or the Guarantor, if applicable, pursuant to Section ‎5. A Notes Terms Agreement, a discount equivalent Unit Terms Agreement and a Warrants Terms Agreement may also specify certain provisions relating to the applicable commission set forth in Schedule A hereto)reoffering of such Notes, Units or Warrants, as the case may be, by you. Each Notes Terms Agreement, each Units Terms Agreement and each Warrants Terms Agreement shall specify the time and place of delivery of and payment for such Notes, any default provisions with respect Units or Warrants, as the case may be. Unless otherwise specified in a Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, the procedural details relating to Notes the issue and delivery of Notes, Units or Warrants, as the case may be, purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Program Securities to be purchased by more than one Agent and you as principal pursuant to a Notes Terms Agreement, a Units Terms Agreement, or a Warrants Terms Agreement, as the case may be, is referred to herein as a “Settlement Date.” Unless otherwise specified in a Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, if you are purchasing Program Securities as principal, you may resell such Program Securities to other provisions (including further terms of the Notes) as dealers. Any such sales may be mutually agreed upon. An Agent may utilize at a selling or dealer group discount, which shall not exceed the amount set forth in connection with the resale Time of the Notes purchased Sale Prospectus and may offer all or any portion of the discount received from the Company Prospectus relating to such selling Notes, Units or dealer group. Such Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) hereofWarrants.

Purchases as Principal. Each sale of Notes to one purchased from an Issuing Trust by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by agreed upon between such Agent(s). Each , on one hand, and Global Funding and such separate agreement (which may be an oral agreementIssuing Trust, confirmed on the other hand, specified in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company Global Funding and Issuing Trust herein contained and shall be subject to the terms and conditions herein set forth. Each Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable Terms Agreement shall specify the principal amount Each purchase of Notes to be purchased by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as the applicable Agent(s) pursuant theretoPurchasing Agent, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A SCHEDULE 2 hereto), the time and place . Any other purchase of delivery of and payment for such Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in SCHEDULE 3 hereto. The Agents may engage the services of any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from by them in connection with such purchases to any broker or dealer. If Global Funding and an Issuing Trust, on one hand, and two or more Agents, on the Company to such selling or dealer group. Such other hand, enter into a Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters pursuant to which such Agents agree to purchase Notes from such Issuing Trust as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (and consistent with) Sections 7(bthe "DEFAULTED NOTES"), 7(cthen the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and 7(dnot jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (ii) hereofif the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents, on one hand, or Global Funding and such Issuing Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one or more Agents you as principal shall be made in accordance with the terms contained herein of this Agreement and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s)by, you. Each such separate agreement (which may be oral or written, and which may be substantially in the form of Exhibit A hereto or which may take the form of an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, exchange of any standard form of written telecommunication between the applicable Agent(s) you and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's Your commitment to purchase Notes as principal principal, whether pursuant to any a Terms Agreement or otherwise otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement agreement by you to purchase Notes as principal shall specify the principal amount of Notes to be purchased by the applicable Agent(s) you pursuant thereto, the price to be paid to the Company for such Notes, and such other terms, conditions and requirements as may be agreed upon between us. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 7 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes (whichby you. Each purchase of Notes, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission ___________________ * Or the equivalent of U.S. $25 or U.S. $1,000, as the case may be, in the Specified Currency. set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent You may utilize a selling or dealer group in connection with the resale of the Notes purchased by you as principal. If the Company and may offer all two or any portion of the discount received more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Company as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such selling or dealer groupamounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (1) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (2) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. Such Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters No action taken pursuant to (and consistent with) Sections 7(b)this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, 7(c) and 7(d) hereofeither the nondefaulting Agents or the Company shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one purchased from a Trust by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein agreed upon between such Agent or Agents and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement Trust (which may be an oral agreementterms, confirmed unless otherwise agreed, shall, to the extent applicable, include those terms specified in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) Pricing Supplement and shall be agreed upon orally, with written confirmation to be in the Company) is herein referred to as a "form of the applicable Terms Agreement"). Unless the context otherwise requires, each reference contained references herein to "“this Agreement" ” shall be deemed to include any the applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission of one or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment more Agents to purchase Notes from a Trust as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forthprincipal. Each Terms Agreement shall specify the principal amount purchase of Notes to be purchased by the applicable Agent(s) pursuant theretoAgents (other than the Retail Agents), the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A B hereto. Each purchase of Notes by a Retail Agent, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule C hereto. Each resale of the Notes by the Lead Retail Agent to any Co-Agent shall be on terms agreed between the Lead Retail Agent and the applicable Co-Agent(s), which terms shall not be inconsistent with any provisions relating to the reoffering of such Notes specified in the applicable Terms Agreement entered into among the Lead Retail Agent on behalf of the applicable Co-Agent(s), the time Company and place the relevant Trust. The Agents may engage the services of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from the Company a Trust in connection with such purchases to such selling brokers or dealer groupdealers. Such If a Trust and two or more Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from such Trust as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the “Defaulted Notes”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (1) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the applicable Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (2) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the applicable Settlement Date, such Terms Agreement shall also specify terminate without liability on the requirements for part of any officers' certificate, opinions of counsel and "comfort" letters nondefaulting Agent. No action taken pursuant to (this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such Terms Agreement, either the nondefaulting Agents or the Company and consistent with) Sections 7(b)such Trust shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, 7(c) and 7(d) hereofthe Time of Sale Prospectus or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one or more Agents an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by by, such Agent(s)Agent. Each such separate agreement (which may be an oral agreement, if confirmed in writing as promptly as practicable as described below if requested by the Company, facsimile transmission or otherwise) between the applicable Agent(s) an Agent and the Company) Company is herein referred to as a "“Terms Agreement". .” Unless the context otherwise requires, each reference contained herein to "“this Agreement" ” shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)an Agent. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writingwritten, shall include be with respect to such information (as applicable) as is specified in Schedule B Exhibit A hereto. An Agent's ’s commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company and the Guarantor herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount or face amount, as applicable, of Notes to be purchased by the applicable Agent(s) Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto)Notes, the time and place of delivery of and payment for such Notes, any provisions relating to rights of, and default provisions by, purchasers acting together with respect to Notes to be purchased by more than one the Agent in the reoffering of such Notes, and such other provisions (including further terms of the such Notes) as may be mutually agreed upon. An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased and the Agents may offer all or sell any portion such Notes to any dealers at a discount but, unless specified otherwise in the applicable Pricing Supplement, such discount allowed to any dealer shall not be in excess of the discount received from payable to the Company to such selling or dealer groupAgents by the Company. Such Terms Agreement shall also specify the requirements for any officers' the officer’s certificate, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b7(a), 7(c7(b) and 7(d7(c) hereof.

Purchases as Principal. Each sale of Notes Securities to one or more Agents an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) the Agent shall otherwise agree) pursuant to in a separate agreement which will provide for the sale of such Notes Securities to, and the purchase and reoffering thereof by such Agent(s)by, the Agent. Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, ) between the applicable Agent(s) an Agent and the Company) Company is herein referred to as a "Terms Agreement". ." Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)an Agent. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include be with respect to such information (as applicable) as is specified in Schedule B Exhibit A hereto. An Agent's commitment to purchase Notes Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify (i) the principal amount of Notes Securities to be purchased by the applicable Agent(s) such Agent pursuant thereto, (ii) the price to be paid to the Company for such Notes Securities (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), (iii) the time and place of delivery of and payment for such NotesSecurities, (iv) any provisions relating to the rights of and any default provisions by any broker or dealer acting together with respect to Notes to be purchased by more than one such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the NotesSecurities) as may be mutually agreed upon. An Agent The Agents may utilize a selling or dealer group in connection with the resale of the Notes Securities purchased and may offer all reallow to any broker or dealer any portion of the discount received from the Company to such selling or dealer groupcommission payable pursuant hereto. Such Terms Agreement shall also specify the requirements for any officers' the stand-off agreement, officer's certificate, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b3(l), 7(c5(b), 5(c), 5(e) and 7(d5(f) hereof. Securities to be purchased by an Agent as principal are herein sometimes called the "Purchased Securities." Purchased Securities will be represented by a global certificate (the "Book-Entry Securities") registered in the name of the depositary (the "Depositary") specified in the Prospectus or by certificates issued in definitive form (the "Certificated Securities"). Delivery of Certificated Securities shall be made to the Agent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, in either case, against payment by the Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in such names and in such denominations as the Agent may request not less than two full business days prior to the applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the Agent in the city in which delivery and payment is to occur, not later than 2 p.m., on the business day prior to the applicable Closing Date.

Purchases as Principal. Each sale of Notes Program Securities to one or more Agents you as principal shall be made in accordance with the terms contained herein and (unless of this Agreement. In connection with each such sale, the Company and such Agent(s) shall otherwise agree) pursuant to relevant Issuer will enter into a separate agreement which Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement that will provide for the sale of such Notes to, Program Securities to and the purchase and reoffering thereof by such Agent(s)you. Each such separate Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement will take the form of either (i) a written agreement (between you and the relevant Issuer, which may be an oral agreementsubstantially in the form of Exhibit A, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission Exhibit A-1 or otherwise) or in writing, shall include such information Exhibit A-2 (as applicable) as is specified hereto (in Schedule B heretothe case of Notes, a “Written Notes Terms Agreement,” in the case of Units, a “Written Units Terms Agreement” and in the case of Warrants, a “Written Warrants Terms Agreement”), or (ii) an oral agreement between you and the relevant Issuer confirmed in writing by you to the relevant Issuer. An Agent's Your commitment to purchase Notes Program Securities as principal pursuant to any a Notes Terms Agreement, Units Terms Agreement or otherwise Warrants Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company relevant Issuer and the Guarantor, if applicable, herein contained and shall be subject to the terms and conditions herein set forth. Each (i) Notes Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent(s) you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company relevant Issuer for such Notes (whichNotes, the interest rate and interest rate formula, if not so specified any, applicable to such Notes and any other terms of such Notes, (ii) Units Terms Agreement shall specify (a) the information set forth in (i) above with respect to any Notes issued as part of a Unit, (b) with respect to any Warrants issued as part of a Unit, the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants and (c) with respect to any Purchase Contracts issued as part of a Unit, the settlement date, the purchase or sale price or any other terms of such Purchase Contracts and (iii) Warrants Terms Agreement shall specify the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants. Each such Notes Terms Agreement, shall be at Units Terms Agreement or Warrants Terms Agreement may also specify any requirements for officers’ certificates, opinions of counsel and letters from the independent auditors of the relevant Issuer and/or the Guarantor, if applicable, pursuant to Section ‎5 hereof. A Notes Terms Agreement, a discount equivalent Unit Terms Agreement and a Warrants Terms Agreement may also specify certain provisions relating to the applicable commission set forth in Schedule A hereto)reoffering of such Notes, Units or Warrants, as the case may be, by you. Each Notes Terms Agreement, each Units Terms Agreement and each Warrants Terms Agreement shall specify the time and place of delivery of and payment for such Notes, any default provisions with respect Units or Warrants, as the case may be. Unless otherwise specified in a Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, the procedural details relating to Notes the issue and delivery of Notes, Units or Warrants, as the case may be, purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Program Securities to be purchased by more than one Agent and you as principal pursuant to a Notes Terms Agreement, a Units Terms Agreement, or a Warrants Terms Agreement, as the case may be, is referred to herein as a “Settlement Date.” Unless otherwise specified in a Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, if you are purchasing Program Securities as principal, you may resell such Program Securities to other provisions (including further terms of the Notes) as dealers. Any such sales may be mutually agreed upon. An Agent may utilize at a selling or dealer group discount, which shall not exceed the amount set forth in connection with the resale Time of the Notes purchased Sale Prospectus and may offer all or any portion of the discount received from the Company Prospectus relating to such selling Notes, Units or dealer group. Such Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) hereofWarrants.

Purchases as Principal. Each sale of Notes Program Securities to one or more Agents you as principal shall be made in accordance with the terms contained herein and (unless of this Agreement. In connection with each such sale, the Company and such Agent(s) shall otherwise agree) pursuant to will enter into a separate agreement which Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement that will provide for the sale of such Notes to, Program Securities to and the purchase and reoffering thereof by such Agent(s)you. Each such separate Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement will take the form of either (i) a written agreement (between you and the Company, which may be an oral agreementsubstantially in the form of Exhibit A, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission Exhibit A-1 or otherwise) or in writing, shall include such information Exhibit A-2 (as applicable) as is specified hereto (in Schedule B heretothe case of Notes, a “Written Notes Terms Agreement,” in the case of Units, a “Written Units Terms Agreement” and in the case of Warrants, a “Written Warrants Terms Agreement”), or (ii) an oral agreement between you and the Company confirmed in writing by you to the Company. An Agent's Your commitment to purchase Notes Program Securities as principal pursuant to any a Notes Terms Agreement, Units Terms Agreement or otherwise Warrants Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each (i) Notes Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent(s) you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes (whichNotes, the interest rate and interest rate formula, if not so specified any, applicable to such Notes and any other terms of such Notes, (ii) Units Terms Agreement shall specify (a) the information set forth in (i) above with respect to any Notes issued as part of a Unit, (b) with respect to any Warrants issued as part of a Unit, the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants and (c) with respect to any Purchase Contracts issued as part of a Unit, the settlement date, the purchase or sale price or any other terms of such Purchase Contracts and (iii) Warrants Terms Agreement shall specify the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants. Each such Notes Terms Agreement, shall be at Units Terms Agreement or Warrants Terms Agreement may also specify any requirements for officers’ certificates, opinions of counsel and letters from the independent auditors of the Company pursuant to Section 4 hereof. A Notes Terms Agreement, a discount equivalent Unit Terms Agreement and a Warrants Terms Agreement may also specify certain provisions relating to the applicable commission set forth in Schedule A hereto)reoffering of such Notes, Units or Warrants, as the case may be, by you. Each Notes Terms Agreement, each Units Terms Agreement and each Warrants Terms Agreement shall specify the time and place of delivery of and payment for such Notes, any default provisions with respect Units or Warrants, as the case may be. Unless otherwise specified in a Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, the procedural details relating to Notes the issue and delivery of Notes, Units or Warrants, as the case may be, purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Program Securities to be purchased by more than one Agent and you as principal pursuant to a Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, as the case may be, is referred to herein as a “Settlement Date.” Unless otherwise specified in a Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, if you are purchasing Program Securities as principal you may resell such Program Securities to other provisions (including further terms of the Notes) as dealers. Any such sales may be mutually agreed upon. An Agent may utilize at a selling or dealer group discount, which shall not exceed the amount set forth in connection with the resale Time of the Notes purchased Sale Prospectus and may offer all or any portion of the discount received from the Company Prospectus relating to such selling Notes, Units or dealer group. Such Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) hereofWarrants.

Purchases as Principal. Each sale of Notes to one purchased from a Trust by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein agreed upon between such Agent or Agents and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement Trust (which may be an oral agreementterms, confirmed unless otherwise agreed, shall, to the extent applicable, include those terms specified in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) Pricing Supplement and shall be agreed upon orally, with written confirmation to be in the Company) is herein referred to as a "form of the applicable Terms Agreement"). Unless the context otherwise requires, each reference contained references herein to "“this Agreement" ” (or similar phrases) shall be deemed to include any the applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission of one or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment more Agents to purchase Notes from a Trust as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forthprincipal. Each Terms Agreement shall specify the principal amount purchase of Notes to be purchased by the Agents under the Institutional Program, unless otherwise agreed in the applicable Agent(s) pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A B hereto). Each purchase of Notes by the Agents under the Retail Programs, unless otherwise agreed in the time and place applicable Terms Agreement, shall be at a discount from the principal amount of delivery each such Note equivalent to the applicable commission set forth in Schedule C hereto. The Agents may engage the services of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from the Company a Trust in connection with such purchases to such selling brokers or dealer groupdealers. Such If a Trust and two or more Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from such Trust as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes that it or they are obligated to purchase (the “Defaulted Notes”), then the non-defaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the applicable Settlement Date, the non-defaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all non-defaulting Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the applicable Settlement Date, such Terms Agreement shall also specify terminate without liability on the requirements for part of any officers' certificate, opinions of counsel and "comfort" letters non-defaulting Agent. No action taken pursuant to (this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default that does not result in a termination of such agreement, either the non-defaulting Agents or the Company and consistent with) Sections 7(b)such Trust shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, 7(c) and 7(d) hereofthe applicable Time of Sale Prospectus or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one purchased from the Trust by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with terms agreed upon between such Agent(s), on one hand, and the Trust, on the other hand, (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms contained herein specified in EXHIBIT A hereto and (unless the Company and shall be agreed upon orally, with written confirmation prepared by such Agent(s) shall otherwise agree) pursuant and mailed to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(sTrust). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company Trust herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement Unless the context otherwise requires, references herein to "this Agreement" shall specify the principal amount of Notes to be purchased by include the applicable Agent(s) pursuant theretoagreement of one or more Agents to purchase Notes from the Trust as principal. Each purchase of Notes, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A SCHEDULE 2 hereto), . The Agents may engage the time and place services of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If the Trust, on one hand, and two or more Agents, on the other hand, enter into an agreement pursuant to which such Agents agree to purchase Notes from the Company Trust as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "DEFAULTED NOTES"), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such selling or dealer groupamounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. Such Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters No action taken pursuant to (and consistent with) Sections 7(b)this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, 7(c) and 7(d) hereofeither the nondefaulting Agents, on one hand, or the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the S-1 Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one or more Agents an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) Agent shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by by, such Agent(s)Agent. Each such separate agreement (which may terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and be an oral agreement, confirmed in writing as promptly as practicable as described below if requested agreed upon orally with written confirmation prepared by the Company, between the applicable Agent(s) such Agent or Agents and mailed or sent by facsimile transmission to the Company) between such Agent and the Company is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B heretoAgent. An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent(s) such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the price to the public, the time and place of delivery of and payment for such Notes, any default provisions with respect applicable to Notes to be purchased by the failure of any Agents (if more than one Agent one) to purchase and pay for the Notes it has agreed to purchase and pay for thereunder, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Each Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer grouppurchased. Such Terms Agreement shall also specify the requirements for any the stand-off agreement, the officers' certificate, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 4(k), 7(b), 7(c) and 7(d) hereof.

Purchases as Principal. Each sale of (i) The Selling Agents shall not have any obligation to purchase Notes to one or more Agents as principal shall be made in accordance with the terms contained herein and (unless from the Company and such Agent(s) shall otherwise agree) pursuant to as principal. However, a separate agreement which will provide for the sale of such Notes to, Selling Agent and the Company may expressly agree from time to time that such Selling Agent shall purchase and reoffering thereof by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing Notes as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement"principal. Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement agreed between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (Selling Agent and, if requested required by law or otherwise, disclosed in a Pricing Supplement, Notes sold to a Selling Agent as principal shall be purchased by such Selling Agent at a price equal to 100% of the principal amount thereof less a discount equivalent to the applicable commissions set forth in Exhibit C hereto (or such other commissions amount as may be agreed by the Company, confirmed in writing Selling Agent and the Company pursuant to a Written Terms Agreement (as promptly as practicable, which confirmation may be by facsimile transmission defined below) or otherwise) and may be resold by such Selling Agent at prevailing market prices at the time or times of resale as determined by such Selling Agent. The initial Procedures set forth in writingAnnex I to this Agreement shall apply to the purchase of Notes by one or more Selling Agents, shall include such information as principal, unless otherwise agreed pursuant to a Written Terms Agreement. (as applicableii) as is specified in Schedule B hereto. An A Selling Agent's ’s commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations representations, warranties and warranties covenants of the Company herein contained and shall be subject to the terms and conditions herein set forthforth herein, including Section 11(b) hereof. Each When a Selling Agent and the Company agree that such Selling Agent shall purchase Notes as principal, that agreement shall take the form of (A) a written agreement between such Selling Agent and the Company, which may be substantially in the form of Exhibit D-1 or Exhibit D-2 hereto (a “Written Terms Agreement Agreement”) or (B) an agreement, which may be an oral agreement, between such Selling Agent and the Company confirmed in writing by such Selling Agent to the Company on the terms set forth in the applicable Pricing Supplement and in accordance with the applicable Procedures (referred to as a “Pricing Agreement”). (iii) The applicable Selling Agent(s) and the Company shall specify agree to the principal amount of Notes to be purchased by the applicable such Selling Agent(s) pursuant theretoas principal, the maturity date of such Notes, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto)Notes, the time and place payment terms of delivery of and payment for such Notes, any default provisions with respect selling restrictions additional to Notes to be purchased by more than one Agent those set forth in the MTN Prospectus Supplement and such any other provisions (including further terms of the such Notes) as may , all of which shall be mutually agreed upon. An Agent may utilize a selling or dealer group specified in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to each such selling or dealer group. Such Written Terms Agreement shall or Pricing Agreement, as the case may be. Each such Written Terms Agreement or Pricing Agreement may also specify the any requirements for any officers' certificate’ certificates, opinions of counsel and "comfort" letters from the independent public registered accounting firm of the Company pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) Section 4 hereof. A Written Terms Agreement or Pricing Agreement also may specify certain provisions relating to the reoffering of such Notes by such Selling Agent.

Purchases as Principal. Each sale of The Agents shall have no obligation to purchase Notes to one or more Agents as principal shall be made in accordance with the terms contained herein and (unless principal, whether from the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes toor otherwise, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between unless the Company and the applicable Agent(s) agree as set forth below. The Company agrees that whenever it determines to sell Notes directly to an Agent as principal it will enter into a separate Terms Agreement (each, a “Terms Agreement”), which, if requested by such Agent, will be in writing. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may Agreement shall be by facsimile transmission or otherwise) or in writing, shall include with respect to such information (as applicable) as is specified set forth in Schedule B Annex I hereto. An Agent's commitment References herein to purchase Notes as principal pursuant “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forthAgreement. Each Terms Agreement shall specify the applicable Agent(s), the principal amount of Notes to be purchased by the applicable Agent(s) each such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a such Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment Settlement Date (as defined below) for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including including, but not limited to, further terms of the Notes) as may be mutually agreed upon. An Each Agent may is authorized to utilize a selling or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from the Company in connection with such purchases to such selling or dealer groupgroups. Such Terms Agreement shall also specify whether or not any of the requirements for any officers' certificateofficer’s certificates, opinions of counsel counsel, and "comfort" letters accountant’s comfort letter pursuant to (and consistent with) Sections 7(b3(o), 7(c3(p) and 7(d3(q), respectively, hereof shall be required to be delivered by the Company on the related Settlement Date. If the Company and two or more Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the Company as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the “Defaulted Notes”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters, reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if no such arrangement shall have been completed within such 24-hour period, then: (i) hereofif the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such Terms Agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such Terms Agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one purchased from the Trust by the Dealer(s), individually or more Agents in a syndicate, as principal shall be made in accordance with terms herein and the terms contained herein and (unless the Company and agreed upon between such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes toDealer(s), on one hand, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)Trust, on the other hand pursuant to the Distribution Agreement. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's A Dealer’s commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify The Dealer(s) may engage the principal amount services of Notes to be purchased by the applicable Agent(s) pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If the Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the “Defaulted Notes”), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such selling or dealer groupamounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, the nondefaulting Dealer(s) shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s); or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Dealer. Such Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters No action taken pursuant to (and consistent with) Sections 7(bthis paragraph shall relieve any defaulting Dealer from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), 7(c) on one hand, or the Company and 7(d) hereofthe Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Time of Sale Prospectus or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one purchased from an Issuing Trust by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by agreed upon between such Agent(s). Each , on one hand, and Global Funding and such separate agreement (which may be an oral agreementIssuing Trust, confirmed on the other hand, specified in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's ’s commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company Global Funding and Issuing Trust herein contained and shall be subject to the terms and conditions herein set forth. Each Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable Terms Agreement shall specify the principal amount Each purchase of Notes to be purchased by Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, as the applicable Agent(s) pursuant theretoPurchasing Agent, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A 2 hereto), the time and place . Any other purchase of delivery of and payment for such Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule 3 hereto. The Agents may engage the services of any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from by them in connection with such purchases to any broker or dealer. If Global Funding and an Issuing Trust, on one hand, and two or more Agents, on the Company to such selling or dealer group. Such other hand, enter into a Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters pursuant to which such Agents agree to purchase Notes from such Issuing Trust as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (and consistent with) Sections 7(bthe “Defaulted Notes”), 7(cthen the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and 7(dnot jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (ii) hereofif the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such Terms Agreement, either the nondefaulting Agents, on one hand, or Global Funding and such Issuing Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Time of Sale Prospectus or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one purchased from an Issuing Trust by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by agreed upon between such Agent(s). Each , on one hand, and Global Funding and such separate agreement (which may be an oral agreementIssuing Trust, confirmed on the other hand, specified in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company Global Funding and Issuing Trust herein contained and shall be subject to the terms and conditions herein set forth. Each Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable Terms Agreement shall specify the principal amount Each purchase of Notes to be purchased by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as the applicable Agent(s) pursuant theretoPurchasing Agent, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A 2 hereto), the time and place . Any other purchase of delivery of and payment for such Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule 3 hereto. The Agents may engage the services of any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from by them in connection with such purchases to any broker or dealer. If Global Funding and an Issuing Trust, on one hand, and two or more Agents, on the Company to such selling or dealer group. Such other hand, enter into a Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters pursuant to which such Agents agree to purchase Notes from such Issuing Trust as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (and consistent with) Sections 7(bthe "Defaulted Notes"), 7(cthen the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and 7(dnot jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (ii) hereofif the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents, on one hand, or Global Funding and such Issuing Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes Securities to one or more Agents an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) the Agent shall otherwise agree) pursuant to in a separate agreement which will provide for the sale of such Notes Securities to, and the purchase and reoffering thereof by such Agent(s)by, the Agent. Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, ) between the applicable Agent(s) an Agent and the Company) Company is herein referred to as a "“Terms Agreement". .” Unless the context otherwise requires, each reference contained herein to "“this Agreement" ” shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)an Agent. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include be with respect to such information (as applicable) as is specified in Schedule B Exhibit A hereto. An Agent's ’s commitment to purchase Notes Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify (i) the principal amount of Notes Securities to be purchased by the applicable Agent(s) such Agent pursuant thereto, (ii) the price to be paid to the Company for such Notes Securities (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), (iii) the time and place of delivery of and payment for such NotesSecurities, (iv) any provisions relating to the rights of and any default provisions by any broker or dealer acting together with respect to Notes to be purchased by more than one such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the NotesSecurities) as may be mutually agreed upon. An Agent The Agents may utilize a selling or dealer group in connection with the resale of the Notes Securities purchased and may offer all reallow to any broker or dealer any portion of the discount received from the Company to such selling or dealer groupcommission payable pursuant hereto. Such Terms Agreement shall also specify the requirements for any officers' the stand-off agreement, officer’s certificate, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b3(l), 7(c5(b), 5(c), 5(e) and 7(d5(f) hereof. Securities to be purchased by an Agent as principal are herein sometimes called the “Purchased Securities.” Purchased Securities will be represented by a global certificate (the “Book-Entry Securities”) registered in the name of the depositary (the “Depositary”) specified in the Prospectus or by certificates issued in definitive form (the “Certificated Securities”). Delivery of Certificated Securities shall be made to the Agent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, in either case, against payment by the Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in such names and in such denominations as the Agent may request not less than two full business days prior to the applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the Agent in the city in which delivery and payment is to occur, not later than 2 p.m., on the business day prior to the applicable Closing Date. If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail on the Closing Date to purchase the Securities which it or they are obligated to purchase (the “Defaulted Securities”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one or more Agents as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) the applicable Agent or Agents shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by by, such Agent(s)Agent or Agents. Each such separate agreement (which may be an oral agreement, agreement and confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Companywriting) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)one or more Agents. Each such Terms Agreement, whether oral (and, if requested by the Company, and confirmed in writing as promptly as practicablewriting, which confirmation may be by facsimile transmission or otherwisetransmission) or in writing, shall include be with respect to such information (as applicable) as is specified in Schedule Exhibit B hereto. An Any Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth, except as may be provided in such Terms Agreement. Each Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent(s) Agent or Agents pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto)Notes, the time and place of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Each Agent may utilize a selling is authorized to engage the services of any broker or dealer group in connection with the resale of the Notes purchased pursuant to any such Terms Agreement and may offer all reallow to any broker or any dealer a portion of the discount received from the Company to such selling or dealer groupcommission payable pursuant hereto. Such Terms Agreement shall also specify the requirements for any officers' the officer's certificate, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) hereof, respectively, and with respect to any stand-off agreement pursuant to Section 4(k) hereof, and with respect to any opinions pursuant to Section 5(d) hereof.

Purchases as Principal. Each sale of Notes Securities to one or more Agents an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) the Agent shall otherwise agree) pursuant to in a separate agreement which will provide for the sale of such Notes Securities to, and the purchase and reoffering thereof by such Agent(s)by, the Agent. Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, ) between the applicable Agent(s) an Agent and the Company) Company is herein referred to as a "“Terms Agreement". .” Unless the context otherwise requires, each reference contained herein to "“this Agreement" ” shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)an Agent. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include be with respect to such information (as applicable) as is specified in Schedule B Exhibit A hereto. An Agent's ’s commitment to purchase Notes Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify (i) the principal amount of Notes Securities to be purchased by the applicable Agent(s) such Agent pursuant thereto, (ii) the price to be paid to the Company for such Notes Securities (whichwhich shall be at a discount, if not so any, as specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), (iii) the time and place of delivery of and payment for such NotesSecurities, (iv) any provisions relating to the rights of and any default provisions by any broker or dealer acting together with respect to Notes to be purchased by more than one such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the NotesSecurities) as may be mutually agreed upon. An Agent The Agents may utilize a selling or dealer group in connection with the resale of the Notes Securities purchased and may offer all reallow to any broker or dealer any portion of the discount received from the Company to such selling or dealer groupcommission payable pursuant hereto. Such Terms Agreement shall also specify the requirements for any officers' the stand-off agreement, officer’s certificate, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b3(m), 7(c5(b), 5(c), 5(d), 5(f) and 7(d5(g) hereof. Securities to be purchased by an Agent as principal are herein called the “Purchased Securities.” Purchased Securities will be represented by a global certificate (the “Book-Entry Securities”) registered in the name of the depositary (the “Depositary”) specified in the Prospectus or by certificates issued in definitive form (the “Certificated Securities”). Delivery of Certificated Securities shall be made to the Agent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, in either case, against payment by the Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in such names and in such denominations as the Agent may request not less than two full business days prior to the applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the Agent in the city in which delivery and payment is to occur, not later than 2 p.m., on the business day prior to the applicable Closing Date. If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail on the Closing Date to purchase the Securities which it or they are obligated to purchase (the “Defaulted Securities”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of The Agents shall have no obligation to purchase Notes to one or more Agents as principal shall be made in accordance with the terms contained herein and (unless principal, whether from the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes toor otherwise, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between unless the Company and the applicable Agent(s) agree as set forth below. The Company agrees that whenever it determines to sell Notes directly to an Agent as principal it will enter into a separate Terms Agreement (each, a “Terms Agreement”), which, if requested by such Agent, will be in writing. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may Agreement shall be by facsimile transmission or otherwise) or in writing, shall include with respect to such information (as applicable) as is specified set forth in Schedule B Annex I hereto. An Agent's commitment References herein to purchase Notes as principal pursuant “this Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean this Agreement and any applicable Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forthAgreement. Each Terms Agreement shall specify the applicable Agent(s), the principal amount of Notes to be purchased by the applicable Agent(s) each such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a such Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment Settlement Date (as defined below) for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including including, but not limited to, further terms of the Notes) as may be mutually agreed upon. An Each Agent may is authorized to utilize a selling or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from the Company in connection with such purchases to such selling or dealer groupgroups. Such Terms Agreement shall also specify whether or not any of the requirements for any officers' certificateofficer’s certificates, opinions of counsel counsel, and "comfort" letters accountant’s comfort letter pursuant to (and consistent with) Sections 7(b3(o), 7(c3(p) and 7(d3(q), respectively, hereof shall be required to be delivered by the Company on the related Settlement Date. If the Company and two or more Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the Company as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the “Defaulted Notes”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters, reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if no such arrangement shall have been completed within such 24-hour period, then: (i) hereofif the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such Terms Agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such Terms Agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Unless otherwise agreed to by a Distribution Agent and the Bank, Bank Notes to one or more Agents shall be purchased by the Distribution Agent as principal principal. Such purchases shall be made in accordance with terms agreed upon by the terms contained herein and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, Distribution Agent and the purchase and reoffering thereof by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include Bank including such information (as applicable) as is specified in Schedule B heretoExhibit A hereto (which terms shall be agreed upon orally, and which may or may not be confirmed in writing in the form of Exhibit A, prepared by the Distribution Agent and mailed or sent via facsimile transmission to the Bank) and, in the case of sales to Distribution Agents on a syndicated basis, a separate terms agreement substantially in the form of Exhibit H hereto or other agreement governing such purchase that is agreed to in writing by each Distribution Agent party thereto and the Bank. An Any oral or written agreement entered into pursuant to the previous sentence, including any agreement in the form of Exhibit H hereof, is referred to herein as a “Terms Agreement”. The Distribution Agent's ’s commitment to purchase Bank Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company Bank herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount purchase of Notes to be purchased by the applicable Agent(s) pursuant theretoBank Notes, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Bank Note equivalent to the applicable commission set forth in Schedule A Exhibit B hereto), the time and place of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An The Distribution Agent may utilize a selling engage the services of any other broker or dealer group in connection with the resale of the Bank Notes purchased as principal and may offer all or allow any portion of the discount received in connection with such purchases from the Company Bank to such selling or dealer groupbrokers and dealers. Such Terms Agreement At the time of each purchase of Bank Notes by a Distribution Agent as principal, the Distribution Agent shall also specify the any requirements for any officers' certificate, the opinions of counsel counsel, officers’ certificates and "comfort" letters the accountant’s letter pursuant to (and consistent with) Sections 7(b6(a), 7(c6(b) and 7(d6(d) hereof. The resale of any Bank Notes acquired by such Distribution Agent as principal shall be subject to all of the applicable selling restrictions set forth in Exhibit G hereto.

Purchases as Principal. Each sale of Notes to one or more Agents you as principal shall be made in accordance with the terms contained herein of this Agreement and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s)by, you. Each such separate agreement (which may be oral or written, and which may be substantially in the form of Exhibit A hereto or which may take the form of an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, exchange of any standard form of written telecommunication between the applicable Agent(s) you and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's Your commitment to purchase Notes as principal principal, whether pursuant to any a Terms ________________ * Or the equivalent of U.S. $25 or U.S. $1,000, as the case may be, in the Specified Currency. Agreement or otherwise otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement agreement by you to purchase Notes as principal shall specify the principal amount of Notes to be purchased by the applicable Agent(s) you pursuant thereto, the price to be paid to the Company for such Notes, and such other terms, conditions and requirements as may be agreed upon between us. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 7 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes (whichby you. Each purchase of Notes, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent You may utilize a selling or dealer group in connection with the resale of the Notes purchased by you as principal. If the Company and may offer all two or any portion of the discount received more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Company as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such selling or dealer groupamounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (1) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (2) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. Such Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters No action taken pursuant to (and consistent with) Sections 7(b)this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, 7(c) and 7(d) hereofeither the nondefaulting Agents or the Company shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one or more Agents an Agent as principal ---------------------- shall be made in accordance with the terms contained herein and (unless and, if requested by the Company and such Agent(s) shall otherwise agree) applicable Agent, pursuant to a separate agreement which will provide for the sale of such the Notes to, and the purchase and reoffering thereof by by, such Agent(s)Agent. Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, ) between the applicable Agent(s) an Agent and the Company) Company is herein referred to as a "Terms Agreement". ." Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)any Agent. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include be with respect to such information (as applicable) as is specified in Schedule B Exhibit A hereto. An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent(s) Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, any provisions relating to rights of, and default provisions by, purchasers acting together with respect to Notes to be purchased by more than one the applicable Agent in the reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent The Agents may utilize a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer grouppurchased. Such Terms Agreement shall also specify whether or not any of the requirements for any officers' officer's certificate, opinions of counsel and "comfort" letters pursuant to (and consistent with) or comfort letter specified in Sections 7(b), 7(c) and 7(d) hereofhereof shall be required to be delivered by the Company in connection therewith.

Purchases as Principal. Each sale of Notes to one or more Agents the Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s)by, the Agent. Each such separate agreement (which may be an oral agreement, if confirmed in writing as promptly as practicable as described below if requested by the Company, facsimile transmission or otherwise) between the applicable Agent(s) Agent and the Company) Company is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)Agent. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include be with respect to such information (as applicable) as is specified in Schedule B Exhibit A hereto. An The Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent(s) Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, any provisions relating to rights of, and default provisions by, purchasers acting together with respect to Notes to be purchased by more than one the Agent in the reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An The Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer grouppurchased. Such Terms Agreement shall also specify the requirements for any officers' the officer's certificate, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) hereof.

Purchases as Principal. Each sale of Notes to one or more Agents Agents, individually or in a syndicate, as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) the applicable Agent or Agents shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by by, such Agent(s)Agent or Agents. Each such separate agreement (which may be an oral agreement, agreement and confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Companywriting) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)one or more Agents. Each such Terms Agreement, whether oral (and, if requested by the Company, and confirmed in writing as promptly as practicablewriting, which confirmation may be by facsimile transmission or otherwisetransmission) or in writing, shall include be with respect to such information (as applicable) as is specified in Schedule Exhibit B hereto. An Any Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth, except as may be provided in such Terms Agreement. Each Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent(s) Agent or Agents pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto)Notes, the time and place of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Each Agent may utilize a selling is authorized to engage the services of any broker or dealer group in connection with the resale of the Notes purchased pursuant to any such Terms Agreement and may offer all reallow to any broker or any dealer a portion of the discount received from the Company to such selling or dealer groupcommission payable pursuant hereto. Such Terms Agreement shall also specify the requirements for any officers' the officer's certificate, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) hereof, respectively, and with respect to any stand-off agreement pursuant to Section 4(k) hereof, and with respect to any opinions pursuant to Section 5(e) hereof. If the Company and two or more Agents enter into a Terms Agreement and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such Terms Agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default, either the nondefaulting Agents or the Company shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one an Agent or more Agents as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) Agent or Agents shall otherwise agree) pursuant to a separate agreement which that will provide for the sale of such Notes to, and the purchase and reoffering thereof by by, such Agent(s)Agent or Agents. Each such separate agreement (which may be an oral agreement, agreement promptly confirmed in writing as promptly as practicable as described below if requested by the Company, below) between the applicable Agent(s) an Agent or Agents and the Company) Company is herein referred to as a "“Terms Agreement". .” Unless the context otherwise requires, each reference contained herein to "“this Agreement" ” shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)an Agent or Agents. Each such Terms Agreement, whether oral (and, if requested by the Company, and promptly confirmed in writing as promptly as practicablewriting, which confirmation may be by facsimile transmission or otherwisetransmission) or in writing, shall include be with respect to such information (as applicable) as is specified in Schedule B Annex I hereto and, if in writing, shall be substantially in the form of Annex I hereto. An Such Terms Agreement shall also specify the requirements, if any, for the opinions of counsel, letters of the Company’s independent registered public accountants and officer’s certificate pursuant to Sections 7(b), 7(c) and 7(d) hereof. Each Agent's ’s commitment to purchase Notes as principal pursuant to any Terms Agreement (or otherwise otherwise) shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount purchase of Notes to be purchased by the applicable Agent(s) pursuant theretoAgents under the MTN Program, unless otherwise agreed in the price to be paid to the Company for such Notes (which, if not so specified in a applicable Terms Agreement, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto). Each purchase of Notes by the CoreNotes® Agent under the CoreNotes® Program, unless otherwise agreed in the time and place applicable Terms Agreement, shall be at a discount from the principal amount of delivery of and payment for each such Notes, any default provisions with respect Note equivalent to Notes the applicable commission set forth in Schedule B hereto. Each Agent is authorized to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion purchased; provided, however, that such Agent shall obtain the prior written consent of the discount received from the Company to such selling or dealer group. Such Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) hereofutilization.

Purchases as Principal. Each sale of Notes to any Agent as principal, for resale to one or more Agents investors or to another broker-dealer (acting as principal for purposes of resale), shall be made in accordance with the terms contained herein of this Agreement and a Terms Agreement, whether oral (unless the Company and such Agent(sconfirmed in writing by facsimile transmission or otherwise) shall otherwise agree) pursuant to a separate agreement or in writing, which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, such Agent. A Terms Agreement may also specify certain provisions relating to the re-offering of such Notes by such Agent(s)Agent. Each The commitment of such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment Agent to purchase Notes as principal of the Company pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Notes of the Company to be purchased by the applicable Agent(s) an Agent pursuant thereto, the price to be paid to the Company for such Notes (whichNotes, if not so specified any provisions relating to rights of, and default by, underwriters acting together with such Agent in a Terms Agreementthe re-offering of the Notes, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), and the time and date and place of delivery of and payment for such Notes, . The obligations of any default provisions with respect Agents to purchase any Notes as principal shall be subject to be purchased by more than one Agent and such other provisions (including further terms the satisfaction of the Notesconditions set forth in Section 6 hereof and (i) as may be mutually agreed upon. An Agent may utilize the delivery at the Time of Sale of a selling or dealer group in connection with letter from the resale relevant independent public accountants of the Notes purchased and may offer all or any portion Company, dated as of date of the discount received Terms Agreement, addressed to the Agents party to such Terms Agreement, substantially similar to the letter provided pursuant to Section 4(p) hereof and (ii) the delivery at the Time of Delivery of the following documents pursuant to Section 6 hereof: (1) the opinion referred to in Section 6(g) hereof, (2) the officers’ certificate referred to in Section 6(i) hereof; (3) the letter referred to in Section 6(k) hereof, furnished by Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP; and (4) a bring-down, dated as of the date of the Time of Delivery, of the letter from the Company relevant independent public accountants of the Company, dated as of the date of the Time of Sale addressed to such selling or dealer group. Such the Agents party to the Terms Agreement shall also specify the requirements for any officers' certificateAgreement, opinions of counsel and "comfort" letters pursuant to (and consistent with) Sections 7(b), 7(c) and 7(dSection 6(j) hereof.

Purchases as Principal. Each sale of (i) The Selling Agents shall not have any obligation to purchase Notes from the Company as principal. However, a Selling Agent and the Company may expressly agree from time to one time that such Selling Agent shall purchase Notes as principal. Unless otherwise agreed between the Company, the Guarantor and the Selling Agent and, if required by law or more Agents otherwise, disclosed in a Pricing Supplement, Notes sold to a Selling Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof purchased by such Agent(s). Each Selling Agent at a price equal to 100% of the principal amount thereof less a discount equivalent to the applicable commissions set forth in Exhibit B hereto (or such separate agreement (which other commissions amount as may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested agreed by the CompanySelling Agent, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Guarantor pursuant to a Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission Agreement or otherwise) and may be resold by such Selling Agent at prevailing market prices at the time or times of resale as determined by such Selling Agent. The initial Procedures dated as of , 2016 and set forth in writingAnnex I to this Agreement shall apply to the purchase of Notes by one or more Selling Agents, shall include such information as principal, unless otherwise agreed pursuant to a Terms Agreement. (as applicableii) as is specified in Schedule B hereto. An A Selling Agent's ’s commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations representations, warranties and warranties covenants of the Company and the Guarantor herein contained and shall be subject to the terms and conditions herein set forthforth herein, including Section 13(b) hereof. Each When a Selling Agent and the Company agree that such Selling Agent shall purchase Notes as principal, that agreement shall take the form of (A) a written agreement between such Selling Agent, the Company and the Guarantor, which may be substantially in the form of Exhibit C hereto (a “Terms Agreement Agreement”) or (B) an agreement, which may be an oral agreement, between such Selling Agent, the Company and the Guarantor confirmed in writing by such Selling Agent to the Company and the Guarantor on the terms set forth in the applicable Pricing Supplement and in accordance with the applicable Procedures. (iii) The applicable Selling Agent(s), the Company and the Guarantor shall specify agree to the principal amount of Notes to be purchased by the applicable such Selling Agent(s) pursuant theretoas principal, the maturity date of such Notes, the price to be paid to the Company for such Notes (whichNotes, if not so the payment terms of such Notes, any selling restrictions additional to those set forth in the MTN Prospectus Supplement and any other terms of such Notes, all of which shall be specified in a Terms Agreement, shall be at a discount equivalent to Agreement or in the applicable commission set forth Pricing Supplement (in Schedule A heretothe case of an agreement described in Section 2(c)(ii)(B), the time and place of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon). An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer group. Such Each Terms Agreement shall may also specify the any requirements for any officers' certificate’ certificates, opinions of counsel and "comfort" letters from the independent public registered accounting firm of the Company and/or Guarantor, as applicable, pursuant to Section 6 hereof. A Terms Agreement or other agreement (and consistent withas described in Section 2(c)(ii)(B)) Sections 7(b), 7(c) and 7(d) hereofalso may specify certain provisions relating to the reoffering of such Notes by such Selling Agent.

Purchases as Principal. Each sale of Notes to one purchased from the Trust by the Dealer(s), individually or more Agents in a syndicate, as principal shall be made in accordance with terms herein and the terms contained herein and (unless the Company and agreed upon between such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes toDealer(s), on one hand, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)Trust, on the other hand pursuant to this Distribution Agreement. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An AgentA Dealer's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify The Dealer(s) may engage the principal amount services of Notes to be purchased by the applicable Agent(s) pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Company Trust as principal and one or more of such Dealers shall fail at the Settlement Date to such selling purchase the Notes which it or dealer group. Such Terms Agreement shall also specify they are obligated to purchase (the requirements for any officers' certificate, opinions of counsel and "comfort" letters pursuant to (and consistent with) Sections 7(bDefaulted Notes"), 7(cthen the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and 7(dupon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) hereof.to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Each sale of Notes Program Securities to one or more Agents you as principal shall be made in accordance with the terms contained herein and (unless of this Agreement. In connection with each such sale, the Company and such Agent(s) shall otherwise agree) pursuant to will enter into a separate agreement which Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement that will provide for the sale of such Notes to, Program Securities to and the purchase and reoffering thereof by such Agent(s)you. Each such separate Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement will take the form of either (i) a written agreement (between you and the Company, which may be an oral agreementsubstantially in the form of Exhibit A, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission Exhibit A-1 or otherwise) or in writing, shall include such information Exhibit A-2 (as applicable) as is specified hereto (in Schedule B heretothe case of Notes, a “Written Notes Terms Agreement,” in the case of Units, a “Written Units Terms Agreement” and in the case of Warrants, a “Written Warrants Terms Agreement”), or (ii) an oral agreement between you and the Company confirmed in writing by you to the Company. An Agent's Your commitment to purchase Notes Program Securities as principal pursuant to any a Notes Terms Agreement, Units Terms Agreement or otherwise Warrants Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each (i) Notes Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent(s) you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes (whichNotes, the interest rate and interest rate formula, if not so specified any, applicable to such Notes and any other terms of such Notes, (ii) Units Terms Agreement shall specify (a) the information set forth in (i) above with respect to any Notes issued as part of a Unit, (b) with respect to any Warrants issued as part of a Unit, the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants and (c) with respect to any Purchase Contracts issued as part of a Unit, the settlement date, the purchase or sale price or any other terms of such Purchase Contracts and (iii) Warrants Terms Agreement shall specify the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants. Each such Notes Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer group. Such Units Terms Agreement shall or Warrants Terms Agreement may also specify the any requirements for any officers' certificate’ certificates, opinions of counsel and "comfort" letters from the independent auditors of the Company pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) Section 4 hereof.. A Notes Terms

Purchases as Principal. Each sale of Notes Securities to one or more Agents you as ---------------------- principal shall be made in accordance with the terms contained herein of this Agreement and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, Securities to and the purchase and reoffering thereof by such Agent(s)you. Each such separate agreement (which may be an oral agreement, agreement confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Companywriting) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Each written Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or substantially in writing, shall include such information (as applicable) as is specified the form of Exhibit A hereto and may be transmitted to you in Schedule B heretoany generally accepted form of telecommunication. An Agent's Your commitment to purchase Notes as principal Securities pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Notes Securities to be purchased by the applicable Agent(s) you pursuant thereto, the price to be paid to the Company for such Notes (whichSecurities, the initial public offering price, if not so specified in a Terms Agreementany, shall at which the Securities are proposed to be at a discount equivalent to the applicable commission set forth in Schedule A hereto)reoffered, and the time and place of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions Securities (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer group"Settlement Date"). Such Terms Agreement shall also specify the any requirements for any officers' certificate, opinions of counsel and "comfort" letters from Xxxxxx Xxxxxxxx LLP pursuant to (and consistent with) Sections 7(b)Section 5 hereof, 7(cany exception to Section 3(k) and 7(d) hereofany other provision agreed to by the parties thereto. The Agents may offer the Notes they have purchased as principal to other dealers. The Agents may sell Notes to any dealer at a discount and, unless otherwise specified in the applicable Pricing Supplement, such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. Unless otherwise indicated in the applicable Pricing Supplement, any Note sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to any agency sale of a Note of identical maturity, and may be resold by the Agent to investors and other purchasers from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale or may be resold to certain dealers as described above. After the initial public offering of Notes to be resold to investors and other purchasers on a fixed public offering price basis, the public offering price, concession and discount may be changed.

Purchases as Principal. Each sale of (i) The Selling Agents shall not have any obligation to purchase Notes to one or more Agents as principal shall be made in accordance with the terms contained herein and (unless from the Company and such Agent(s) shall otherwise agree) pursuant to as principal. However, a separate agreement which will provide for the sale of such Notes to, Selling Agent and the Company may expressly agree from time to time that such Selling Agent shall purchase and reoffering thereof by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing Notes as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement"principal. Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement agreed between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (Selling Agent and, if requested required by law or otherwise, disclosed in a Pricing Supplement, Notes sold to a Selling Agent as principal shall be purchased by such Selling Agent at a price equal to 100% of the principal amount thereof less a discount equivalent to such applicable commissions amount as may be agreed by the CompanySelling Agent and the Company as specified in the Prospectus and/or pursuant to a Written Terms Agreement (as defined below), confirmed in writing as promptly as practicableif applicable, which confirmation and may be resold by facsimile transmission such Selling Agent at prevailing market prices at the time or otherwisetimes of resale as determined by such Selling Agent. The Administrative Procedures shall apply to the purchase of Notes by one or more Selling Agents, as principal, unless otherwise agreed pursuant to a Written Terms Agreement. (ii) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An A Selling Agent's ’s commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations representations, warranties and warranties covenants of the Company herein contained and shall be subject to the terms and conditions herein set forthforth herein, including Section 13(b) hereof. Each When a Selling Agent and the Company agree that such Selling Agent shall purchase Notes as principal, that agreement shall take the form of either (A) a written agreement between such Selling Agent and the Company, which may be substantially in the form of Exhibit B hereto or in another form mutually acceptable to such Selling Agent and the Company (each, a “Written Terms Agreement Agreement”) or (B) an oral agreement between such Selling Agent and the Company, confirmed via the term sheet prepared by such Selling Agent and accepted by the Company in accordance with the Administrative Procedures. (iii) The applicable Selling Agent(s) and the Company shall specify agree to the principal amount of Notes to be purchased by the applicable such Selling Agent(s) pursuant theretoas principal, the maturity date of such Notes, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto)Notes, the time and place payment terms of delivery of and payment for such Notes, any default provisions with respect selling restrictions additional to Notes to be purchased by more than one Agent those set forth in the MTN Prospectus Supplement and such any other provisions (including further terms of such Notes, all of which will be specified in the Notes) as may be mutually agreed uponProspectus. An Agent may utilize In addition, a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer group. Such Written Terms Agreement shall also may specify the any requirements for any officers' certificate’ certificates, opinions of counsel and "comfort" letters from the independent public registered accounting firm of the Company pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) Section 6 hereof. A Written Terms Agreement also may specify certain provisions relating to the reoffering of such Notes by such Selling Agent.

Purchases as Principal. Each sale of Notes to one Securities purchased from the Operating Partnership by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein and (unless the Company and agreed upon between such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, Agent or Agents and the purchase Operating Partnership (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in EXHIBIT A hereto and reoffering thereof be agreed upon orally, with written confirmation prepared by such Agent(sAgent or Agents and mailed to the Operating Partnership). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment to purchase Notes Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company Transaction Entities herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement Unless the context otherwise requires, references herein to "this Agreement" shall specify the principal amount of Notes to be purchased by include the applicable Agent(s) pursuant theretoagreement of one or more Agents to purchase Securities from the Operating Partnership as principal. Each purchase of Securities, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule SCHEDULE A hereto), . The Agents may engage the time and place services of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes Securities purchased by them as principal and may offer allow all or any portion of the discount received from the Company Operating Partnership in connection with such purchases to such selling brokers and dealers. At the time of each purchase of Securities from the Partnerships by one or dealer group. Such Terms Agreement more Agents as principal, such Agent or Agents shall also specify the requirements for any the stand-off agreement, officers' certificate, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 4(k), 7(b), 7(c) and 7(d) hereof. If the Operating Partnership and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Operating Partnership as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Securities which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (1) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (2) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Operating Partnership shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one or more Agents an Agent as ---------------------- principal shall be made in accordance with the terms contained herein and (unless and, if requested by the Company and such Agent(s) shall otherwise agree) applicable Agent, pursuant to a separate agreement which will provide for the sale of such the Notes to, and the purchase and reoffering thereof by by, such Agent(s)Agent. Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, ) between the applicable Agent(s) an Agent and the Company) Company is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)any Agent. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include be with respect to such information (as applicable) as is specified in Schedule B Exhibit A hereto. An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent(s) Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, any provisions relating to rights of, and default provisions by, purchasers acting together with respect to Notes to be purchased by more than one the applicable Agent in the reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent The Agents may utilize a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer grouppurchased. Such Terms Agreement shall also specify whether or not any of the requirements for any officers' officer's certificate, opinions of counsel and "comfort" letters pursuant to (and consistent with) or comfort letter specified in Sections 7(b), 7(c) and 7(d) hereofhereof shall be required to be delivered by the Company in connection therewith.

Purchases as Principal. Each sale of Notes Securities to one or more Agents an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) the Agent shall otherwise agree) pursuant to in a separate agreement which will provide for the sale of such Notes Securities to, and the purchase and reoffering thereof by such Agent(s)by, the Agent. Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, ) between the applicable Agent(s) an Agent and the Company) Company is herein referred to as a "“Terms Agreement". .” Unless the context otherwise requires, each reference contained herein to "“this Agreement" ” shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)an Agent. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include be with respect to such information (as applicable) as is specified in Schedule B Exhibit A hereto. An Agent's ’s commitment to purchase Notes Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify (i) the principal amount of Notes Securities to be purchased by the applicable Agent(s) such Agent pursuant thereto, (ii) the price to be paid to the Company for such Notes Securities (whichwhich shall be at a discount, if not so any, as specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), (iii) the time and place of delivery of and payment for such NotesSecurities, (iv) any provisions relating to the rights of and any default provisions by any broker or dealer acting together with respect to Notes to be purchased by more than one such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the NotesSecurities) as may be mutually agreed upon. An Agent The Agents may utilize a selling or dealer group in connection with the resale of the Notes Securities purchased and may offer all reallow to any broker or dealer any portion of the discount received from the Company to such selling or dealer groupcommission payable pursuant hereto. Such Terms Agreement shall also specify the requirements for any officers' the stand-off agreement, officer’s certificate, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b3(l), 7(c5(b), 5(c), 5(e) and 7(d5(f) hereof. Securities to be purchased by an Agent as principal are herein called the “Purchased Securities.” Purchased Securities will be represented by a global certificate (the “Book-Entry Securities”) registered in the name of the depositary (the “Depositary”) specified in the Prospectus or by certificates issued in definitive form (the “Certificated Securities”). Delivery of Certificated Securities shall be made to the Agent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, in either case, against payment by the Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in such names and in such denominations as the Agent may request not less than two full business days prior to the applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the Agent in the city in which delivery and payment is to occur, not later than 2 p.m., on the business day prior to the applicable Closing Date. If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail on the Closing Date to purchase the Securities which it or they are obligated to purchase (the “Defaulted Securities”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one purchased from the Operating Partnership by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein and (unless the Company and agreed upon between such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, Agent or Agents and the purchase Operating Partnership (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and reoffering thereof shall be agreed upon orally, with written confirmation prepared by such Agent(sAgent or Agents and mailed to the Operating Partnership). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's ’s commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company Operating Partnership herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement Unless the context otherwise requires, references herein to “this Agreement” shall specify the principal amount of Notes to be purchased by include the applicable Agent(s) pursuant theretoagreement of one or more Agents to purchase Notes from the Operating Partnership as principal. Each purchase of Notes, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto), . The Agents may engage the time and place services of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from the Company Operating Partnership in connection with such purchases to such selling brokers or dealer groupdealers. Such Terms Agreement At the time of each purchase of Notes from the Operating Partnership by one or more Agents as principal, such Agent or Agents shall also specify the requirements for any the officers' ’ certificate, opinions opinion of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) hereof. If the Operating Partnership and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Operating Partnership as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the “Defaulted Notes”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (b) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Operating Partnership shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Unless otherwise agreed to by an Agent and the Company, Notes to one purchased from the Company by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein agreed upon between such Agent or Agents and (unless the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof be agreed upon orally with written confirmation prepared by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) Agent or Agents and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be mailed or sent by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B heretoto the Company). An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement Unless the context otherwise requires, references herein to "this Agreement" shall specify the principal amount of Notes to be purchased by include the applicable Agent(s) pursuant thereto, the price agreement of one or more Agents to be paid to purchase Notes from the Company for such Notes (whichas principal. Each purchase of Notes, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto), . The Agents may engage the time and place services of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from the Company in connection with such purchases to such selling brokers or dealer groupdealers. Such Terms Agreement At the time of each purchase of Notes from the Company by one or more Agents as principal, such Agent or Agents shall also specify the requirements for any the officers' certificate, opinions opinion of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) hereof. If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Company as principal, severally and not jointly as set forth in such agreement, and one or more of such Agents shall fail at the Settlement Date to purchase the Notes that it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default pursuant to this Section 3(a). In the event of any such default pursuant to this Section 3(a) that does not result in a termination of such agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes Securities to one or more Agents an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) the Agent shall otherwise agree) pursuant to in a separate agreement which will provide for the sale of such Notes Securities to, and the purchase and reoffering thereof by such Agent(s)by, the Agent. Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, ) between the applicable Agent(s) an Agent and the Company) Company is herein referred to as a "Terms Agreement". ." Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)an Agent. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include be with respect to such information (as applicable) as is specified in Schedule B Exhibit A hereto. An Agent's commitment to purchase Notes Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify (i) the principal amount of Notes Securities to be purchased by the applicable Agent(s) such Agent pursuant thereto, (ii) the price to be paid to the Company for such Notes Securities (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), (iii) the time and place of delivery of and payment for such NotesSecurities, (iv) any provisions relating to the rights of and any default provisions by any broker or dealer acting together with respect to Notes to be purchased by more than one such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the NotesSecurities) as may be mutually agreed upon. An Agent The Agents may utilize a selling or dealer group in connection with the resale of the Notes Securities purchased and may offer all reallow to any broker or dealer any portion of the discount received from the Company to such selling or dealer groupcommission payable pursuant hereto. Such Terms Agreement shall also specify the requirements for any officers' the stand-off agreement, officer's certificate, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b3(l), 7(c5(b), 5(c), 5(e) and 7(d5(f) hereof. Securities to be purchased by an Agent as principal are herein sometimes called the "Purchased Securities." Purchased Securities will be represented by a global certificate (the "Book-Entry Securities") registered in the name of the depositary (the "Depositary") specified in the Prospectus or by certificates issued in definitive form (the "Certificated Securities"). Delivery of Certificated Securities shall be made to the Agent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, in either case, against payment by the Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in such names and in such denominations as the Agent may request not less than two full business days prior to the applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the Agent in the city in which delivery and payment is to occur, not later than 2 p.m., on the business day prior to the applicable Closing Date. If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail on the Closing Date to purchase the Securities which it or they are obligated to purchase (the "Defaulted Securities"), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale Purchases of Notes of each Tranche from the Issuer with respect to one each Series of Notes by the Initial Purchasers, individually or more Agents as principal in a syndicate, shall be made in accordance with the terms contained herein and (unless the Company and agreed upon between such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes toInitial Purchaser(s), on one hand, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement Issuer, on the other hand in a Terms Agreement in, or substantially in, the form of Exhibit A hereto (which may be an oral agreementeach, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An AgentInitial Purchaser's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations representations, warranties and covenants of the Company and the Indenture Parties herein contained and shall be subject to the terms and conditions herein set forth. The Issuer's commitment to sell such Notes shall be deemed to have been made in reliance on the representations, warranties and covenants of the applicable Initial Purchasers and the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement Unless the context otherwise requires, references herein to "this Agreement" shall specify the principal amount of Notes to be purchased by include the applicable Agent(s) pursuant theretoagreement of one or more Initial Purchasers to purchase Notes from the Issuer. Each purchase of Notes, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount equivalent to price specified in the applicable commission set forth in Schedule A hereto)Terms Agreement. Subject to applicable law, the time and place Initial Purchasers may engage, at their own expense, the services of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them and may offer allow all or any portion of the discount applicable Issuance Expenses received by them in connection with such purchases to any broker or dealer, provided that none of the Indenture Parties or the Company shall be responsible for any action or omission of any such broker or dealer. At the time of each purchase of Notes from the Company to such selling Issuer by one or dealer group. Such more Initial Purchasers, the applicable Terms Agreement shall also specify the requirements requirements, if any, for any the officers' certificatecertificate or certificates, opinions opinion of counsel and "comfort" letters comfort letter pursuant to Section 7 hereof. If the Company, the Indenture Parties and two or more Initial Purchasers enter into a Terms Agreement pursuant to which, among other things, such Initial Purchasers agree to purchase Notes from the Issuer and one or more of such Initial Purchasers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (and consistent with) Sections 7(bthe "Unpurchased Notes"), 7(c) then the nondefaulting Initial Purchasers shall have the right, within 24 hours thereafter, to make arrangements for one or more of them or other Initial Purchasers or underwriters to purchase all, but not less than all, of the Unpurchased Notes in such amounts as may be agreed upon and 7(d) hereofupon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: if the aggregate principal amount of Unpurchased Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Initial Purchasers on the Settlement Date, the nondefaulting Initial Purchasers shall be obligated, unless otherwise specified in the applicable Terms Agreement, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Initial Purchasers; or if the aggregate principal amount of Unpurchased Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Initial Purchasers on the Settlement Date, such Terms Agreement shall terminate without liability for such failure to purchase on the part of any nondefaulting Initial Purchaser. No action taken pursuant to this paragraph shall relieve any defaulting Initial Purchaser from liability in respect of its default.

Purchases as Principal. Each sale Unless otherwise agreed by the relevant Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes to one shall be purchased by the relevant Agent or more Agents as principal principal. Such purchases shall be made in accordance with terms agreed upon by the terms contained herein related Agent or Agents and (unless the Company (which terms shall be agreed upon either in writing substantially in the form of Exhibit D hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit D hereto and such Agent(s) shall otherwise agree) mailed, e-mailed or telecopied to the Company). Any agreement entered into pursuant to a separate the previous sentence, including any oral agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by substantially in the Companyform of Exhibit D hereto, between the applicable Agent(s) and the Company) is herein referred to herein as a "“Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto”. An Agent's ’s commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forthforth and the applicable Terms Agreement. Each Terms Agreement shall specify the principal amount purchase of Notes to be purchased Notes, unless otherwise agreed by the applicable Agent(s) pursuant thereto, Company and the price to be paid to the Company for such Notes (which, if not so Agents and specified in a Terms Agreementthe applicable Pricing Supplement, shall be at a discount equivalent to from the principal amount of each such Note as agreed by the Company and the Agents at the time of such purchase and as specified in the applicable commission set forth in Schedule A hereto), Terms Agreement and Pricing Supplement. At the time and place of delivery each purchase of and payment for Notes by an Agent as principal, such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer group. Such Terms Agreement shall also specify the requirements for any the stand-off agreement, officers' certificate’ certificates, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. Each sale of Notes to one purchased from the Company by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein agreed upon between such Agent or Agents and (unless the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes tobe agreed upon orally, and the purchase and reoffering thereof with written confirmation prepared by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by Agent or Agents and provided to the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's ’s commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable agreement of one or more Agents to purchase Notes from the Company as principal. Each Terms Agreement shall specify the principal amount purchase of Notes to be purchased by the applicable Agent(s) pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount from the principal amount of each such Note equivalent to the applicable a commission set forth in Schedule A hereto), agreed upon at the time and place with the relevant Agents. The Agents may engage the services of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from the Company in connection with such purchases to such selling brokers or dealer groupdealers. Such Terms Agreement Prior to the time of each purchase of Notes from the Company by one or more Agents as principal, such Agent or Agents and the Company shall also specify agree the requirements for any the officers' ’ certificate, opinions opinion of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) hereof. If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Company as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the “Defaulted Notes”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (b) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one or more Agents an Agent as principal shall be made in accordance with the terms contained herein of this Agreement and (unless the Company and such Agent(s) Agent shall otherwise agreeagree otherwise) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by by, such Agent(s)Agent. Each such separate agreement (which may be an oral agreement, agreement confirmed in writing as promptly as practicable as described below if requested by which shall be substantially in the form of Exhibit A hereto or in the form of an exchange of any standard form of written telecommunication between each Agent and the Company, including an exchange by facsimile transmission) between the applicable Agent(s) Agent and the Company) Company is herein referred to as a "Terms Agreement". ." Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)any Agent. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may Agreement shall be by facsimile transmission or otherwise) or in writing, shall include with respect to such information (as applicable) as is specified in Schedule B Exhibit A hereto. An Each Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent(s) pursuant theretoAgent thereunder, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A heretoA), the price to the public, the time and place of delivery of and payment for such Notes, any default provisions with respect applicable to Notes to be purchased by the failure of any Agent (if more than one Agent one) to purchase and pay for the Notes it has agreed to purchase and pay for thereunder, and such other provisions (including further terms of the Notes) as may be mutually agreed uponupon by the parties to the Terms Agreement. An Each Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer grouppurchased. Such Terms Agreement shall also specify the requirements for any the stand-off agreement, the officers' certificatecertificates, opinions opinion of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 4(k), 7(b), 7(c) and 7(d) hereof.

Purchases as Principal. Each sale of Notes to one or more Agents you as principal shall be made in accordance with the terms contained herein of this Agreement and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s)by, you. Each such separate agreement (which may be oral or written, and which may be substantially in the form of Exhibit A hereto or which may take the form of an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, exchange of any standard form of written communication between the applicable Agent(s) you and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's Your commitment to purchase Notes as principal principal, whether pursuant to any a Terms Agreement or otherwise otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement agreement by you to purchase Notes as principal shall specify the principal amount of Notes to be purchased by the applicable Agent(s) you pursuant thereto, the price to be paid to the Company for such Notes, and such other terms, conditions and requirements as may be agreed upon between us. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 7 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes (whichby you. Each purchase of Notes, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent You may utilize a selling or dealer group in connection with the resale of the Notes purchased by you as principal. If the Company and may offer all two or any portion of the discount received more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Company as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the Defaulted Notes), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such selling or dealer groupamounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (1) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (2) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. Such Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters No action taken pursuant to (and consistent with) Sections 7(b)this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, 7(c) and 7(d) hereofeither the nondefaulting Agents or the Company shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of (i) The Selling Agents shall not have any obligation to purchase Notes to one or more Agents as principal shall be made in accordance with the terms contained herein and (unless from the Company and such Agent(s) shall otherwise agree) pursuant to as principal. However, a separate agreement which will provide for the sale of such Notes to, Selling Agent and the Company may expressly agree from time to time that such Selling Agent shall purchase and reoffering thereof by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing Notes as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement"principal. Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement agreed between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (Selling Agent and, if requested required by law or otherwise, disclosed in a Pricing Supplement, Notes sold to a Selling Agent as principal shall be purchased by such Selling Agent at a price equal to 100% of the principal amount thereof less a discount equivalent to the applicable commissions set forth in Exhibit B hereto (or such other commissions amount as may be agreed by the Company, confirmed Selling Agent and the Company and specified in writing as promptly as practicable, which confirmation the Prospectus) and may be resold by facsimile transmission such Selling Agent at prevailing market prices at the time or otherwise) times of resale as determined by such Selling Agent. The Administrative Procedures shall apply to the purchase of Notes by one or in writingmore Selling Agents, shall include such information as principal, unless otherwise agreed pursuant to a Written Terms Agreement (as applicabledefined below). (ii) as is specified in Schedule B hereto. An A Selling Agent's ’s commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations representations, warranties and warranties covenants of the Company and the Guarantor herein contained and shall be subject to the terms and conditions herein set forthforth herein, including Section 13(b) hereof. Each When a Selling Agent and the Company agree that such Selling Agent shall purchase Notes as principal, that agreement shall take the form of either (A) a written agreement among such Selling Agent, the Company and the Guarantor, which may be substantially in the form of Exhibit C hereto or in another form mutually acceptable to such Selling Agent, the Company and the Guarantor (each, a “Written Terms Agreement Agreement”) or (B) an oral agreement between such Selling Agent and the Company, confirmed via the term sheet prepared by such Selling Agent and accepted by the Company in accordance with the Administrative Procedures. (iii) The applicable Selling Agent(s) and the Company shall specify agree to the principal amount of Notes to be purchased by the applicable such Selling Agent(s) pursuant theretoas principal, the maturity date of such Notes, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto)Notes, the time and place payment terms of delivery of and payment for such Notes, any default provisions with respect selling restrictions additional to Notes to be purchased by more than one Agent those set forth in the MTN Prospectus Supplement and such any other provisions (including further terms of such Notes, all of which will be specified in the Notes) as may be mutually agreed uponProspectus. An Agent may utilize In addition, a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer group. Such Written Terms Agreement shall also may specify the any requirements for any officers' certificate’ certificates, opinions of counsel and "comfort" letters from the independent public registered accounting firm of the Company and/or Guarantor, as applicable, pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) Section 6 hereof. A Written Terms Agreement also may specify certain provisions relating to the reoffering of such Notes by such Selling Agent.

Purchases as Principal. Each sale of Notes to one or more Agents an Agent as principal ---------------------- shall be made in accordance with the terms contained herein and (unless and, if requested by the Company and such Agent(s) shall otherwise agree) applicable Agent, pursuant to a separate agreement which will provide for the sale of such the Notes to, and the purchase and reoffering thereof by by, such Agent(s)Agent. Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, ) between the applicable Agent(s) an Agent and the Company) Company is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)any Agent. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include be with respect to such information (as applicable) as is specified in Schedule B Exhibit A hereto. An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent(s) Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, any provisions relating to rights of, and default provisions by, purchasers acting together with respect to Notes to be purchased by more than one the applicable Agent in the reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent The Agents may utilize a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer grouppurchased. Such Terms Agreement shall also specify whether or not any of the requirements for any officers' officer's certificate, opinions of counsel and "comfort" letters pursuant to (and consistent with) or comfort letter specified in Sections 7(b), 7(c) and 7(d) hereofhereof shall be required to be delivered by the Company in connection therewith.

Purchases as Principal. Each sale of Notes to one purchased from an Issuing Trust by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by agreed upon between such Agent(s). Each , on one hand, and Global Funding and such separate agreement (which may be an oral agreementIssuing Trust, confirmed on the other hand, specified in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's ’s commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company Global Funding and Issuing Trust herein contained and shall be subject to the terms and conditions herein set forth. Each Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable Terms Agreement shall specify the principal amount Each purchase of Notes to be purchased by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as the applicable Agent(s) pursuant theretoPurchasing Agent, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A 2 hereto), the time and place . Any other purchase of delivery of and payment for such Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule 3 hereto. The Agents may engage the services of any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from by them in connection with such purchases to any broker or dealer. If Global Funding and an Issuing Trust, on one hand, and two or more Agents, on the Company to such selling or dealer group. Such other hand, enter into a Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters pursuant to which such Agents agree to purchase Notes from such Issuing Trust as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (and consistent with) Sections 7(bthe “Defaulted Notes”), 7(cthen the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and 7(dnot jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (ii) hereofif the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such Terms Agreement, either the nondefaulting Agents, on one hand, or Global Funding and such Issuing Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Time of Sale Prospectus or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of (i) The Selling Agents shall not have any obligation to purchase Notes to one or more Agents as principal shall be made in accordance with the terms contained herein and (unless from the Company and such Agent(s) shall otherwise agree) pursuant to as principal. However, a separate agreement which will provide for the sale of such Notes to, Selling Agent and the Company may expressly agree from time to time that such Selling Agent shall purchase and reoffering thereof by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing Notes as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement"principal. Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement agreed between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (Selling Agent and, if requested required by law or otherwise, disclosed in a Pricing Supplement, Notes sold to a Selling Agent as principal shall be purchased by such Selling Agent at a price equal to 100% of the principal amount thereof less a discount equivalent to such applicable commissions amount as may be agreed by the CompanySelling Agent and the Company as specified in the Prospectus and/or pursuant to a Written Terms Agreement (as defined below), confirmed in writing as promptly as practicableif applicable, which confirmation and may be resold by facsimile transmission such Selling Agent at prevailing market prices at the time or otherwisetimes of resale as determined by such Selling Agent. The Administrative Procedures shall apply to the purchase of Notes by one or more Selling Agents, as principal, unless otherwise agreed pursuant to a Written Terms Agreement. (ii) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An A Selling Agent's ’s commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations representations, warranties and warranties covenants of the Company and the Guarantor herein contained and shall be subject to the terms and conditions herein set forthforth herein, including Section 13(b) hereof. Each When a Selling Agent and the Company agree that such Selling Agent shall purchase Notes as principal, that agreement shall take the form of either (A) a written agreement among such Selling Agent, the Company and the Guarantor, which may be substantially in the form of Exhibit B hereto or in another form mutually acceptable to such Selling Agent, the Company and the Guarantor (each, a “Written Terms Agreement Agreement”) or (B) an oral agreement between such Selling Agent and the Company, confirmed via the term sheet prepared by such Selling Agent and accepted by the Company in accordance with the Administrative Procedures. (iii) The applicable Selling Agent(s) and the Company shall specify agree to the principal amount of Notes to be purchased by the applicable such Selling Agent(s) pursuant theretoas principal, the maturity date of such Notes, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto)Notes, the time and place payment terms of delivery of and payment for such Notes, any default provisions with respect selling restrictions additional to Notes to be purchased by more than one Agent those set forth in the MTN Prospectus Supplement and such any other provisions (including further terms of such Notes, all of which will be specified in the Notes) as may be mutually agreed uponProspectus. An Agent may utilize In addition, a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer group. Such Written Terms Agreement shall also may specify the any requirements for any officers' certificate’ certificates, opinions of counsel and "comfort" letters from the independent public registered accounting firm of the Company and/or Guarantor, as applicable, pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) Section 6 hereof. A Written Terms Agreement also may specify certain provisions relating to the reoffering of such Notes by such Selling Agent.

Purchases as Principal. Each sale of Notes From time to one or more Agents time, any Agent may agree with the Issuer to purchase Securities from the Issuer as principal and (unless the Issuer and such Agent may otherwise agree) such purchase shall be made in accordance with the terms contained herein of a separate agreement (a "Purchase Agreement") to be entered into between such Agent and (unless the Company Issuer in the form attached hereto as Exhibit C. A Purchase Agreement, to the extent set forth therein, may incorporate by reference specified provisions of this Agreement. If the Issuer and any Agent do not enter into a Purchase Agreement with respect to any purchase of Securities by such Agent(s) Agent as principal, the following provisions shall otherwise agree) apply. For each purchase of Securities by any Agent as principal that is made orally and not pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s). Each such separate Purchase Agreement or other written agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Oral Purchase Agreement"), the Issuer agrees to pay such Agent a commission (or grant an equivalent discount) in accordance with the schedule set forth in Exhibit A hereto on the related settlement date for such Securities, unless otherwise agreed to. Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Any Oral Purchase Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made incorporated by reference Sections 3(d), 4, 6, 7, 12 and 13 hereof, the first and last sentences of Section 9 hereof and, to the extent applicable, the Procedures, except that (i) the phrase "jointly with any other indemnifying party similarly notified" in Section 7(c) hereof and the last sentence of Section 7(d) hereof shall not be applicable to any Oral Purchase Agreement; and (ii) the term "this Agreement", as used in Section 7(d) hereof, shall be deemed to refer to such Oral Purchase Agreement (and not this Agreement) except that in the fifth sentence such term shall be deemed to refer to this Agreement. The obligation of such Agent to purchase Securities as principal pursuant to an Oral Purchase Agreement shall be subject to the accuracy on the basis related settlement date of the representations and warranties of the Company herein Issuer contained in Section 2 hereof (it being understood that such representations and warranties shall relate to the Registration Statement and the Prospectus as amended and supplemented at such settlement date) and the performance and observance by the Issuer of all covenants and agreements contained in Sections 4 and 6 hereof. The obligation of such Agent to purchase Securities as principal pursuant to an Oral Purchase Agreement shall (unless the Issuer and such Agent otherwise agree) also be subject to the terms following conditions unless otherwise waived: (a) The satisfaction, on such settlement date, of each of the conditions set forth in subsections (a) and conditions herein (b) and (d) through (g) of Section 5 hereof (it being understood that each document so required to be delivered shall be dated such settlement date and that each such condition and the statements contained in each such document that relate to the Registration Statement or the Prospectus shall be deemed to relate to the Registration Statement or the Prospectus, as the case may be, as amended and supplemented at the time of settlement on such settlement date and except that the opinion described in Section 5(d) hereof shall be modified so as to state that the Securities being sold on such settlement date, when delivered against payment therefor as provided in such Oral Purchase Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject only to the exceptions set forthforth in clause (iii) of Section 5(d) hereof, and will conform to the description thereof contained in the Prospectus as amended or supplemented at such settlement date); (b) Between the time of entering into such Oral Purchase Agreement and such settlement date there shall not have occurred any of the following: (i) a general suspension or material limitation in trading of securities on the New York Stock Exchange; (ii) a declaration of a bank moratorium by authorities of the United States or of the State of New York; (iii) the general establishment of minimum prices by the New York Stock Exchange or by the Commission; or (iv) the outbreak or escalation of major hostilities involving Armed Forces of the United States or the declaration by the United States of a national emergency or war, if, in the good faith judgment of such Agent, the effect of any event described in this clause (iv) on the financial markets is such that it is impracticable or inadvisable to proceed with completion of the sale of and payment for the Securities; (c) Between the time of entering into such Oral Purchase Agreement and such settlement date there shall not have been any change in the capital stock or short-term or long-term indebtedness for borrowed money of the Company and its subsidiaries on a consolidated basis, or any change (financial or otherwise) in, or any development involving a prospective change (financial or otherwise) in or affecting, the financial position, stockholders' equity or results of operations of the Company and its subsidiaries on a consolidated basis or the general affairs of the Company and its subsidiaries considered as a whole, except as set forth or contemplated in the Prospectus as of the date of such Oral Purchase Agreement, which in the judgment of such Agent is material and adverse; and (d) Between the time of entering into such Oral Purchase Agreement and such settlement date no downgrading shall have occurred in the rating accorded the Company's senior debt securities by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(1) of Regulation C. The Issuer agrees that between the date of any Oral Purchase Agreement and the related settlement date, it will not offer or sell, or enter into any agreement to sell, any debt securities of the Issuer in the United States, other than sales of Securities, borrowings under the Issuer's revolving credit agreements and lines of credit, the private placement of securities and issuances of the Issuer's commercial paper. Each Terms If for any reason any Agent's purchase of Securities pursuant to an Oral Purchase Agreement is not consummated, the Issuer shall specify remain responsible for the expenses to be paid or reimbursed by the Issuer pursuant to Section 4 hereof and the respective obligations of the Issuer and such Agent pursuant to Section 7 hereof shall remain in effect. If for any reason any Agent's purchase of Securities pursuant to an Oral Purchase Agreement is not consummated other than because of such Agent's default or a failure to satisfy a condition set forth in clause (b), (c) or (d) of this Section 11, the Issuer shall reimburse such Agent, severally, for all out-of-pocket expenses reasonably incurred by such Agent in connection with the offering of such Securities, and not otherwise required to be reimbursed pursuant to Section 4 hereof. The principal amount of Notes Securities to be purchased by any Agent pursuant to an Oral Purchase Agreement, the applicable Agent(s) interest rate of such Securities or index pursuant theretoto which the interest rate of such Securities shall be determined, the price to be paid to the Company Issuer for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto)Securities, the time and place date of delivery of and payment for such Notes, any default provisions Securities and the other Purchase Information with respect to such Securities referred to under the caption "Part I: Administrative Procedures for Certificated Notes -- Details for Settlement" or "Part II: Administrative Procedures for Book-Entry Notes -- Settlement Procedures" in the Procedures shall be agreed to be purchased by more than one Agent and shall form a part of such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased and may offer all or any portion of the discount received from the Company to such selling or dealer group. Such Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) hereofOral Purchase Agreement.

Purchases as Principal. Each sale of Notes to one purchased from a Trust by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein agreed upon between such Agent or Agents and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement Trust (which may be an oral agreementterms, confirmed unless otherwise agreed, shall, to the extent applicable, include those terms specified in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) Pricing Supplement and shall be agreed upon orally, with written confirmation to be in the Company) is herein referred to as a "form of the applicable Terms Agreement"). Unless the context otherwise requires, each reference contained references herein to "this Agreement" (or similar phrases) shall be deemed to include any the applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission of one or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment more Agents to purchase Notes from a Trust as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forthprincipal. Each Terms Agreement shall specify the principal amount purchase of Notes to be purchased by the Agents (other xxxx Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated, acting in its capacity as the Retail Agent), unless otherwise agreed in the applicable Agent(s) pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A B hereto). Each purchase of Notes by Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated, acting in its capacity as the time and place Retail Agent, unless otherwise agreed in the applicable Terms Agreement, shall be at a discount from the principal amount of delivery each such Note equivalent to the applicable commission set forth in Schedule C hereto. The Agents may engage the services of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from the Company a Trust in connection with such purchases to such selling brokers or dealer groupdealers. Such If a Trust and two or more Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from such Trust as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes that it or they are obligated to purchase (the "Defaulted Notes"), then the non-defaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the applicable Settlement Date, the non-defaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all non-defaulting Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the applicable Settlement Date, such Terms Agreement shall also specify terminate without liability on the requirements for part of any officers' certificate, opinions of counsel and "comfort" letters non-defaulting Agent. No action taken pursuant to (this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default that does not result in a termination of such agreement, either the non-defaulting Agents or the Company and consistent with) Sections 7(b)such Trust shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, 7(c) and 7(d) hereofthe applicable Time of Sale Prospectus or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes Securities to one or more Agents an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) the Agent shall otherwise agree) pursuant to in a separate agreement which will provide for the sale of such Notes Securities to, and the purchase and reoffering thereof by such Agent(s)by, the Agent. Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, ) between the applicable Agent(s) an Agent and the Company) Company is herein referred to as a "“Terms Agreement". .” Unless the context otherwise requires, each reference contained herein to "“this Agreement" ” shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)an Agent. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include be with respect to such information (as applicable) as is specified in Schedule B Exhibit A hereto. An Agent's ’s commitment to purchase Notes Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify (i) the principal amount of Notes Securities to be purchased by the applicable Agent(s) such Agent pursuant thereto, (ii) the price to be paid to the Company for such Notes Securities (whichwhich shall be at a discount, if not so any, as specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), (iii) the time and place of delivery of and payment for such NotesSecurities, (iv) any provisions relating to the rights of and any default provisions by any broker or dealer acting together with respect to Notes to be purchased by more than one such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the NotesSecurities) as may be mutually agreed upon. An Agent The Agents may utilize a selling or dealer group in connection with the resale of the Notes Securities purchased and may offer all reallow to any broker or dealer any portion of the discount received from the Company to such selling or dealer groupcommission payable pursuant hereto. Such Terms Agreement shall also specify the requirements for any officers' the stand-off agreement, officer’s certificate, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b3(l), 7(c5(b), 5(c), 5(d), 5(f) and 7(d5(g) hereof. Securities to be purchased by an Agent as principal are herein called the “Purchased Securities.” Purchased Securities will be represented by a global certificate (the “Book-Entry Securities”) registered in the name of the depositary (the “Depositary”) specified in the Prospectus or by certificates issued in definitive form (the “Certificated Securities”). Delivery of Certificated Securities shall be made to the Agent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, in either case, against payment by the Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in such names and in such denominations as the Agent may request not less than two full business days prior to the applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the Agent in the city in which delivery and payment is to occur, not later than 2:00 p.m., New York City time, on the business day prior to the applicable Closing Date. If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail on the Closing Date to purchase the Securities which it or they are obligated to purchase (the “Defaulted Securities”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes Program Securities to one or more Agents you as principal shall be made in accordance with the terms contained herein and (unless of this Agreement. In connection with each such sale, the Company and such Agent(s) shall otherwise agree) pursuant to relevant Issuer will enter into a separate agreement which Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement that will provide for the sale of such Notes to, Program Securities to and the purchase and reoffering thereof by such Agent(s)you. Each such separate Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement will take the form of either (i) a written agreement (between you and the relevant Issuer, which may be an oral agreementsubstantially in the form of Exhibit A, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission Exhibit A-1 or otherwise) or in writing, shall include such information Exhibit A-2 (as applicable) as is specified hereto (in Schedule B heretothe case of Notes, a “Written Notes Terms Agreement,” in the case of Units, a “Written Units Terms Agreement” and in the case of Warrants, a “Written Warrants Terms Agreement”), or (ii) an oral agreement between you and the relevant Issuer confirmed in writing by you to the relevant Issuer. An Agent's Your commitment to purchase Notes Program Securities as principal pursuant to any a Notes Terms Agreement, Units Terms Agreement or otherwise Warrants Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company relevant Issuer and the Guarantor, if applicable, herein contained and shall be subject to the terms and conditions herein set forth. Each (i) Notes Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent(s) you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company relevant Issuer for such Notes (whichNotes, the interest rate and interest rate formula, if not so specified any, applicable to such Notes and any other terms of such Notes, (ii) Units Terms Agreement shall specify (a) the information set forth in (i) above with respect to any Notes issued as part of a Unit, (b) with respect to any Warrants issued as part of a Unit, the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants and (c) with respect to any Purchase Contracts issued as part of a Unit, the settlement date, the purchase or sale price or any other terms of such Purchase Contracts and (iii) Warrants Terms Agreement shall specify the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants. Each such Notes Terms Agreement, shall be at Units Terms Agreement or Warrants Terms Agreement may also specify any requirements for officers’ certificates, opinions of counsel and letters from the independent auditors of the relevant Issuer and/or the Guarantor, if applicable, pursuant to Section 5 hereof. A Notes Terms Agreement, a discount equivalent Unit Terms Agreement and a Warrants Terms Agreement may also specify certain provisions relating to the applicable commission set forth in Schedule A hereto)reoffering of such Notes, Units or Warrants, as the case may be, by you. Each Notes Terms Agreement, each Units Terms Agreement and each Warrants Terms Agreement shall specify the time and place of delivery of and payment for such Notes, any default provisions with respect Units or Warrants, as the case may be. Unless otherwise specified in a Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, the procedural details relating to Notes the issue and delivery of Notes, Units or Warrants, as the case may be, purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Program Securities to be purchased by more than one Agent and you as principal pursuant to a Notes Terms Agreement, a Units Terms Agreement, or a Warrants Terms Agreement, as the case may be, is referred to herein as a “Settlement Date.” Unless otherwise specified in a Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, if you are purchasing Program Securities as principal, you may resell such Program Securities to other provisions (including further terms of the Notes) as dealers. Any such sales may be mutually agreed upon. An Agent may utilize at a selling or dealer group discount, which shall not exceed the amount set forth in connection with the resale Time of the Notes purchased Sale Prospectus and may offer all or any portion of the discount received from the Company Prospectus relating to such selling Notes, Units or dealer group. Such Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) hereofWarrants.

Purchases as Principal. Each sale of Unless otherwise agreed by an Agent and the Operating Partnership, Notes to one or more Agents shall be purchased by such Agent as principal principal. Such purchases shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, agreed upon by one or more Agents and the purchase Operating Partnership (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and reoffering thereof be agreed upon orally, with written confirmation prepared by such Agent(sAgent or Agents and mailed to the Operating Partnership). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company Operating Partnership herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the agreement of one or more Agents to purchase Notes from the Operating Partnership as principal. Each Terms Agreement shall specify the principal amount purchase of Notes to be purchased by the applicable Agent(s) pursuant theretoNotes, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto), . The Agents may engage the time and place services of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer all or allow any portion of the discount received in connection with such purchases from the Company Operating Partnership to such selling brokers and dealers. At the time of each purchase of Notes by one or dealer group. Such Terms Agreement more Agents as principal, such Agent or Agents shall also specify the requirements for any the stand-off agreement, officers' certificate, opinions of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 4(k), 7(b), 7(c) and 7(d) hereof. If the Operating Partnership and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Operating Partnership as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; PROVIDED, HOWEVER, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Operating Partnership shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one or more Agents you as ---------------------- principal shall be made in accordance with the terms contained herein of this Agreement and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s)by, you. Each such separate agreement (which may be oral or written, and which may be substantially in the form of Exhibit A hereto or which may take the form of an oral agreementexchange of any standard form of written telecommunication between ------------- * Or the equivalent of U.S. $25 or U.S. $1,000, confirmed as the case may be, in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) Specified Currency. you and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's Your commitment to purchase Notes as principal principal, whether pursuant to any a Terms Agreement or otherwise otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement agreement by you to purchase Notes as principal shall specify the principal amount of Notes to be purchased by the applicable Agent(s) you pursuant thereto, the price to be paid to the Company for such Notes, and such other terms, conditions and requirements as may be agreed upon between us. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 7 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes (whichby you. Each purchase of Notes, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent You may utilize a selling or dealer group in connection with the resale of the Notes purchased by you as principal. If the Company and may offer all two or any portion of the discount received more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Company as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such selling or dealer groupamounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (1) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (2) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. Such Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters No action taken pursuant to (and consistent with) Sections 7(b)this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, 7(c) and 7(d) hereofeither the nondefaulting Agents or the Company shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one purchased from the Company by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein agreed upon between such Agent or Agents and (unless the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes tobe agreed upon orally, and the purchase and reoffering thereof with written confirmation prepared by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by Agent or Agents and mailed to the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable agreement of one or more Agents to purchase Notes from the Company as principal. Each Terms Agreement shall specify the principal amount purchase of Notes to be purchased by the applicable Agent(s) pursuant theretoone or more Agents as principal, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto), . The Agents may engage the time and place services of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from the Company in connection with such purchases to such selling brokers or dealer groupdealers. Such Terms Agreement At the time of each purchase of Notes from the Company by one or more Agents as principal, such Agent or Agents shall also specify the requirements for any the officers' certificate, opinions opinion of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) hereof.. If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Company as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: 12 (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or

Purchases as Principal. Each sale of Notes to one purchased from a Trust by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein agreed upon between such Agent or Agents and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement Trust (which may terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in the Pricing Supplement and shall be an oral agreementagreed upon orally, confirmed with written confirmation to be in writing as promptly as practicable as described below if requested by the Company, between form of the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement"). Unless the context otherwise requires, each reference contained references herein to "this Agreement" shall be deemed to include any the applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission of one or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment more Agents to purchase Notes from a Trust as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forthprincipal. Each Terms Agreement shall specify the principal amount purchase of Notes to be purchased by the applicable Agent(s) pursuant theretoAgents (other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting in its xxxxxxxx xx the price to be paid to the Company for such Notes (whichRetail Agenx), if not so specified in a Terms Agreementxxlesx xxxerwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A B hereto). Each purchase of Notes by Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting in its capaxxxx xx the time and place Retail Agenx, xxxess xxxxrwise agreed, shall be at a discount from the principal amount of delivery each such Note equivalent to the applicable commission set forth in Schedule C hereto. The Agents may engage the services of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from the Company a Trust in connection with such purchases to such selling brokers or dealer groupdealers. Such If a Trust and two or more Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from such Trust as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such Terms Agreement shall also specify terminate without liability on the requirements for part of any officers' certificate, opinions of counsel and "comfort" letters nondefaulting Agent. No action taken pursuant to (this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company and consistent with) Sections 7(b), 7(c) and 7(d) hereofsuch Trust shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one purchased from the Trust by the Dealer(s), individually or more Agents in a syndicate, as principal shall be made in accordance with terms herein and the terms contained herein and (unless the Company and agreed upon between such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes toDealer(s), on one hand, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(s)Trust, on the other hand pursuant to this Distribution Agreement. Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's A Dealer’s commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify The Dealer(s) may engage the principal amount services of Notes to be purchased by the applicable Agent(s) pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Company Trust as principal and one or more of such Dealers shall fail at the Settlement Date to such selling purchase the Notes which it or dealer group. Such Terms Agreement shall also specify they are obligated to purchase (the requirements for any officers' certificate, opinions of counsel and "comfort" letters pursuant to (and consistent with) Sections 7(b“Defaulted Notes”), 7(cthen the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and 7(dupon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) hereof.to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Each sale of Notes to one purchased from a Trust by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein agreed upon between such Agent or Agents and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement Trust (which may be an oral agreementterms, confirmed unless otherwise agreed, shall, to the extent applicable, include those terms specified in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) Pricing Supplement and shall be agreed upon orally, with written confirmation to be in the Company) is herein referred to as a "form of the applicable Terms Agreement"). Unless the context otherwise requires, each reference contained references herein to "this Agreement" (or similar phrases) shall be deemed to include any the applicable Terms Agreement between the Company and the applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission of one or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment more Agents to purchase Notes from a Trust as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forthprincipal. Each Terms Agreement shall specify the principal amount purchase of Notes to be purchased by the Agents (other xxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, acting in its capacity as the Retail Agent), unless otherwise agreed in the applicable Agent(s) pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A B hereto). Each purchase of Notes by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, acting in its capacity as the time and place Retail Agent, unless otherwise agreed in the applicable Terms Agreement, shall be at a discount from the principal amount of delivery each such Note equivalent to the applicable commission set forth in Schedule C hereto. The Agents may engage the services of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from the Company a Trust in connection with such purchases to such selling brokers or dealer groupdealers. Such If a Trust and two or more Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from such Trust as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes that it or they are obligated to purchase (the "Defaulted Notes"), then the non-defaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the applicable Settlement Date, the non-defaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all non-defaulting Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the applicable Settlement Date, such Terms Agreement shall also specify terminate without liability on the requirements for part of any officers' certificate, opinions of counsel and "comfort" letters non-defaulting Agent. No action taken pursuant to (this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default that does not result in a termination of such agreement, either the non-defaulting Agents or the Company and consistent with) Sections 7(b)such Trust shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, 7(c) and 7(d) hereofthe applicable Time of Sale Prospectus or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes to one purchased from the Company by the Agents, individually or more Agents in a syndicate, as principal shall be made in accordance with the terms contained herein agreed upon between such Agent or Agents and (unless the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes tobe agreed upon orally, and the purchase and reoffering thereof with written confirmation prepared by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) Agent or Agents and the Company) is herein referred delivered to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent(sby facsimile, courier service, hand delivery or mail). Each such Terms Agreement, whether oral (and, if requested by the Company, confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement Unless the context otherwise requires, references herein to "this Agreement" shall specify the principal amount of Notes to be purchased by include the applicable Agent(s) pursuant thereto, the price agreement of one or more Agents to be paid to purchase Notes from the Company for such Notes (whichas principal. Each purchase of Notes, if not so specified in a Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto), . The Agents may engage the time and place services of delivery of and payment for such Notes, any default provisions with respect to Notes to be purchased by more than one Agent and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may offer allow all or any portion of the discount received from the Company in connection with such purchases to such selling brokers or dealer groupdealers. Such Terms Agreement At the time of each purchase of Notes from the Company by one or more Agents as principal, such Agent or Agents shall also specify the requirements for any the officers' certificate, opinions opinion of counsel and "comfort" letters comfort letter pursuant to (and consistent with) Sections 7(b), 7(c) and 7(d) hereof. If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Company as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (b) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.