Common use of Purchase and Resale of the Securities by the Initial Purchasers Clause in Contracts

Purchase and Resale of the Securities by the Initial Purchasers. The Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the principal amount of Firm Securities set forth opposite that Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, at a purchase price equal to 97.75% of the principal amount thereof (the “Purchase Price”). In addition, on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the right, severally and not jointly, to purchase the principal amount of Additional Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, solely to cover over-allotments, if any. If you exercise such option, you shall so notify the Company in writing not later than thirty (30) calendar days after the date of this Agreement, which notice shall specify the principal amount of Additional Securities to be purchased by the Initial Purchasers and the date on which such Additional Securities are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date and not later than ten (10) Business Days after the date of such notice.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7596.50% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from December 15, 2016 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, solely to cover over-allotments, if anydate of payment and delivery. If you exercise any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Initial Purchaser shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such option, you shall so notify Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in writing not later denominations other than thirty (30) calendar days after $1,000 as the Representatives in their sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirteenth day following the date of this Agreement, which by written notice from the Representatives to the Company. Such notice shall specify set forth the aggregate principal amount of Additional Option Securities plus accrued interest as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof) (subject to the immediately preceding sentence). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597.00% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from February 15, 2013 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, solely to cover over-allotments, if any. If you exercise such option, you shall so notify the Company in writing not later than thirty (30) calendar days after the date of this Agreementpayment and delivery. If any Option Securities are to be purchased, which notice shall specify the principal amount of Additional Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, within a thirteen day period beginning on, and including, the Closing Date, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate amount of Option Securities as to which the option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the twelfth day following the Closing Date (10) Business Days after unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of such noticedelivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597.25% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from June 9, 2011 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, solely to cover over-allotments, if anydate of payment and delivery. If you exercise any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such option, you shall so notify Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in writing not later denominations other than thirty (30) calendar days after $1,000 or any multiple of $1,000 as the Representatives in its sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, which by written notice from the Representatives to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice given after the Closing Date shall be given at least two Business Days prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.75100% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from June 5, 2009 to the Closing Date (as defined below). As compensation for the Initial Purchasers’ services (which, in the case of an Initial Purchaser who is a non-resident of Canada for purposes of the Income Tax Act (Canada) (a “Non-Resident Initial Purchaser”) shall be for services rendered exclusively outside of Canada and, in the case of an Initial Purchaser who is not a Non-Resident Initial Purchaser shall be for services rendered in Canada) in connection with the sale of the Underwritten Securities, the Company agrees to pay the Initial Purchasers simultaneously with the payment of the Purchase Price for the Underwritten Securities, a commission equal to 2.5% of the Purchase Price. In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, solely for the purpose of covering over-allotments which may be made in connection with the distribution of the Underwritten Securities, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Datedate of payment and delivery. As compensation for the Initial Purchasers’ services described above in connection with the sale of any Option Securities purchased hereunder, solely the Company agrees to cover over-allotmentspay the Initial Purchasers simultaneously with the payment of the Purchase Price for the Option Securities, if anya commission equal to 2.5% of the Purchase Price. The Company expressly authorizes the Initial Purchasers to deduct the commissions payable pursuant to this Section 2(a) hereof from the Purchase Price for the Underwritten Securities or any Option Securities in satisfaction of the Company’s obligation to pay such commission. If you exercise any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such option, you shall so notify Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in writing not later denominations other than thirty (30) calendar days after $1,000 as the Representative in its sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, which by written notice from the Representative to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7599.00% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from July 12, 2018 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) July 12, 2018 to the Additional Closing Datedate of payment and delivery. If any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities solely to cover over-allotmentsallotments at any time in whole, if any. If you exercise such optionor from time to time in part, you shall so notify on or before the Company in writing not later than thirty (30) calendar days after thirtieth day following the date of this Agreement, which by written notice from the Representatives to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except as separately agreed in writing by the Company and the Representatives, any such notice shall be given at least two business days prior to the date and time of delivery specified therein (except in the case of any Option Securities to be delivered on the Closing Date, in which case notice shall be delivered at least one business day prior to the Closing Date).

Purchase and Resale of the Securities by the Initial Purchasers. The (a) Subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this AgreementPurchasers, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Purchaser agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in on Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.75100% of the principal amount thereof thereof, less a selling concession of 1.9% of their principal amount (the “Underwritten Securities Purchase Price”) plus accrued interest, if any, from September 12, 2016 to the Closing Date (as defined below). In addition, on the basis of the representations and warranties contained in this Agreement, and subject to its the terms and conditionsconditions set forth herein, the Company agrees to issue and sell the Option Securities to the Initial Purchasers the Additional SecuritiesPurchasers, and each the Initial Purchaser Purchasers shall have the right, severally and not jointly, option to purchase from the Company the Option Securities at a price equal to 100% of their principal amount thereof, less a selling concession of 1.9% of the principal amount of Additional Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, solely to cover date of payment and delivery. If the over-allotmentsallotment option is exercised, if any. If you exercise such option, you the respective amounts of Option Securities to be purchased by each Initial Purchaser shall so notify be agreed by the Company and the Initial Purchasers at the time of exercise. The Initial Purchasers may, by written notice to the Company, exercise the option to purchase the Option Securities at any time in writing not later than thirty (30) calendar days after whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, which . Such written notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticewritten notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such written notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective aggregate principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597.25% of the aggregate principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from June 15, 2015 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Datedate of payment and delivery. If any Option Securities are to be purchased, the aggregate principal amount of Option Securities to be purchased by each Initial Purchaser shall be the aggregate principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the aggregate principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, solely to cover over-allotments, if any. If you exercise such option, you shall so notify on or before the Company in writing not later than thirty (30) calendar days after thirtieth day following the date of this Agreement, which by written notice from the Representatives to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not or later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein, except if the Closing Date and Additional Closing Date (as defined herein) are the same, in which case no such notice shall be required.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597.5% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from August 16, 2013 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, from the Company the Option Securities, solely to purchase the principal amount of Additional Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securitiescover over-allotments, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, solely to cover over-allotments, if anydate of payment and delivery. If you exercise any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such option, you shall so notify Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in writing not later denominations other than thirty (30) calendar days after $1,000 as the Representatives in their sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, which by written notice from the Representatives to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two Business Days prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from October 13, 2009 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement in order to cover over-allotments, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, solely to cover over-allotments, if anydate of payment and delivery. If you exercise any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such option, you shall so notify Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in writing not later denominations other than thirty (30) calendar days after in multiples of $1,000 as the Representatives in their sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, which by written notice from the Representatives to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two Business Days prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7599.0% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from June 8, 2020 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) June 8, 2020 to the Additional Closing Datedate of payment and delivery. If any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities solely to cover over-allotmentsallotments at any time in whole, if any. If you exercise such optionor from time to time in part, you shall so notify on or before the Company in writing not later than thirty (30) calendar days after thirtieth day following the date of this Agreement, which by written notice from the Representatives to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except as separately agreed in writing by the Company and the Representatives, any such notice shall be given at least two business days prior to the date and time of delivery specified therein (except in the case of any Option Securities to be delivered on the Closing Date, in which case notice shall be delivered at least one business day prior to the Closing Date).

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597.25% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 1, 2010 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement solely to cover over-allotments, if any, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, date of payment and delivery solely to cover over-allotments, if any. If you exercise any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Firm Securities set forth opposite the name of such option, you shall so notify Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Firm Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in writing not later denominations other than thirty (30) calendar days after $1,000 as the Representatives in their sole discretion shall make. The Initial Purchasers may exercise the over-allotment option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, which by written notice from the Representatives to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers over-allotment option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two Business Days prior to the date and time of delivery specified therein unless the Company and the Representatives shall agree otherwise.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7596.75% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from July 15, 2009 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, solely to cover over-allotments, if anydate of payment and delivery. If you exercise any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such option, you shall so notify Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 11 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in writing not later denominations other than thirty $1,000 as the Representatives in their sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirteenth (3013th) calendar days after day following the date of this Agreement, which by written notice from the Representatives to the Company to cover over-allotments; provided that any Additional Closing Date (as defined below) for the Option Securities shall be within the thirteen-day period that begins on and includes the Closing Date. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 11 hereof). Any such notice shall be given at least two Business Days prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from February 23, 2016 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, solely to cover over-allotments, if any. If you exercise such option, you shall so notify the Company in writing not later than thirty (30) calendar days after the date of this Agreementpayment and delivery. If any Option Securities are to be purchased, which notice shall specify the principal amount of Additional Option Securities to be purchased by each Initial Purchaser shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representative in its sole discretion shall make. The Initial Purchasers may purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirteenth day of the period beginning on, and including, the Closing Date, by written notice from the Representative to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof)(subject to the immediately preceding sentence). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597% of the principal amount thereof (the “Purchase Price”). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, solely to cover over-allotments, if anydate of payment and delivery. If you exercise any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such option, you shall so notify Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in writing not later denominations other than thirty (30) calendar days after $1,000 or any higher multiple of $1,000 as the Representative in its sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirteenth day following the date of this Agreement, which by written notice from the Representative to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not or, with regard to any Option Securities to be delivered after the Closing Date, no earlier than two (2) nor later than ten (10) Business Days full business days (as hereinafter defined) after the date of such noticenotice unless the Representative and Company otherwise agree in writing (unless such time and date are postponed in accordance with the provisions of Section 10 hereof).

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597.0% of the principal amount thereof (the “Purchase Price”). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date to the Additional Closing Date (as defined below) ). If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Initial Purchaser shall be the principal amount of Option Securities which bears the same ratio to the Additional Closing Date, solely aggregate principal amount of Option Securities being purchased as the amount of Firm Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to cover over-allotments, if any. If you exercise such option, you shall so notify the aggregate principal amount of Firm Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate any Securities in writing not later denominations other than thirty $1,000 as the Representative in its sole discretion shall make. The Initial Purchasers may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth (3030th) calendar days after day following the date of this Agreement, which by written notice from the Representative to the Company. Such notice shall specify set forth the aggregate principal amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth (1010th) Business Days full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two (2) business days prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Securities set forth opposite that such Initial Purchaser’s 's name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7596.750% of the principal amount thereof (the “"Purchase Price”") plus accrued interest, if any, from September 15, 2009 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase solely for the purpose of covering any over-allotments, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, solely to cover over-allotments, if anydate of payment and delivery. If you exercise any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Firm Securities set forth opposite the name of such option, you shall so notify Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Firm Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in writing not later denominations other than thirty (30) calendar days after US$1,000 as the Representative in its sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, which by written notice from the Representative to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597.5% of the principal amount thereof (the “Purchase Price”). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price. If any Option Securities are to purchase be purchased, the principal amount of Additional Option Securities that to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same proportion ratio to the aggregate principal amount of Additional Option Securities to be sold on the Additional Closing Date being purchased as the principal amount of Firm Underwritten Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, Underwritten Securities being purchased from the Closing Date (Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as defined below) the Representatives in their sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Additional Closing Date, Option Securities solely to cover over-allotmentsallotments at any time in whole, if any. If you exercise such optionor from time to time in part, you shall so notify on or before the Company in writing not later than thirty (30) calendar days after thirtieth day following the date of this Agreement, which by written notice from the Representatives to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except as separately agreed in writing by the Company and the Representatives, any such notice shall be given at least two business days prior to the date and time of delivery specified therein (except in the case of any Option Securities to be delivered on the Closing Date, in which case notice shall be delivered at least one business day prior to the Closing Date).

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597.0% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from December 17, 2013 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, solely to cover over-allotments, if anydate of payment and delivery. If you exercise any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such option, you shall so notify Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in writing not later denominations other than thirty (30) calendar days after $1,000 as the Representatives in their sole discretion shall make. The Initial Purchasers may exercise their overallotment option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date of this Agreement, which by written notice from the Representatives to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not or later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s 's name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597.000% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from August 31, 2012 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Datedate of payment and delivery. If any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 or any higher integral multiple of $1,000 as the Representative in its sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, solely to cover over-allotments, if any. If you exercise such option, you shall so notify allotments on or before the Company in writing not later than thirty (30) calendar days after thirteenth day following the date of this Agreement, which by written notice from the Representative to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two Business Days prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Representative Initial Purchasers as provided in this Agreement, and each the Initial PurchaserPurchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, at a purchase price equal to 97.75to, in the case of the 2020 Underwritten Securities, 100% of the principal amount thereof thereof, less a selling concession of 1.75% of their principal amount (the “2020 Underwritten Securities Purchase Price”) plus accrued interest, if any, from June 24, 2015 to the Closing Date (as defined below) and, in the case of the 2025 Underwritten Securities, 100% of the principal amount thereof, less a selling concession of 1.75% of their principal amount (the “2025 Underwritten Securities Purchase Price”, together with the 2020 Underwritten Securities Purchase Price, the “Underwritten Securities Purchase Price”) plus accrued interest, if any, from June 24, 2015 to the Closing Date; provided that the amount of the selling concession to be deducted from the Underwritten Securities Purchase Price pursuant to this Section 2(a) shall include an amount of US$500,000 to be paid to Xxxxxx Xxxxxxx & Co. International plc as a fee for serving as a co-manager of the offering of the Securities (the “Co-Manager Fee”), and after paying the selling concession as specified in this Section 2(a), the Company shall have no obligation to pay the Co-Manager Fee separately. In addition, the Company agrees to issue and sell the Option Securities to the Representative (for its account only), and the Representative on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the right, severally and not jointly, option to purchase from the Company the Option Securities at a price equal to 100% of the principal amount thereof, less a selling concession of Additional Securities that bears the same proportion to the aggregate 1.50% of their principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Datedate of payment and delivery. The Representative may exercise the option to purchase the Option Securities at any time in whole, solely or from time to cover over-allotmentstime in part, if any. If you exercise such option, you shall so notify on or before the Company in writing not later than thirty (30) calendar days after thirtieth day following the date of this Agreement, which by written notice to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.75(i) 97.0% of the principal amount thereof (the “Purchase Price”), in the case of Underwritten Securities other than the Affiliate Securities and (ii) 100% of the principal amount of the Affiliate Securities, in each case plus accrued interest, if any, from March 27, 2018 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from March 27, 2018 to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Initial Purchaser shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such principal amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representative in its sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, by written notice from the Representative to the Company for the sole purpose of covering sales in excess of the aggregate principal amount of Underwritten Securities; provided that any Additional Closing Date (as defined below) shall occur within a period (the “Exercise Period”) of thirteen calendar days from, and including, the Closing Date (as defined below) to the Additional Closing Date, solely to cover over-allotments, if any). If you exercise such option, you shall so notify the Company in writing not later than thirty (30) calendar days after the date of this Agreement, which Such notice shall specify set forth the aggregate principal amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time during the Exercise Period when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the fifth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Securities are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Date. The Company shall not be obligated to deliver any Underwritten Securities or Option Securities except against payment of the applicable Purchase Price (plus accrued interest, if any) therefor pursuant to this Section 2.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from June 24, 2009 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date to the date of payment and delivery. If any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000.00 as the Representatives in its sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirteenth day following the Closing Date, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day (as defined below) to the Additional Closing Date, solely to cover over-allotments, if any. If you exercise such option, you shall so notify the Company in writing not later than thirty (30) calendar days after the date of this Agreement, which notice shall specify the principal amount of Additional Securities to be purchased by the Initial Purchasers and the date on which such Additional Securities are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date and not later than ten (10) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597.375% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 9, 2015 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, solely to cover over-allotments, if anydate of payment and delivery. If you exercise any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such option, you shall so notify Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in writing not later denominations other than thirty (30) calendar days after $1,000 as the Representatives in their sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, which by written notice from the Representatives to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities plus accrued interest as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. Option Securities may be purchased as provided in this Section 2 solely to cover over-allotments made in connection with the offering and distribution of the Underwritten Securities.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7596.5% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from November 26, 2014 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) November 26, 2014 to the Additional Closing Datedate of payment and delivery. If any Option Securities are to be purchased, solely the principal amount of Option Securities to cover be purchased by each Initial Purchaser shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, only for the purpose of covering over-allotments, if any. If you exercise such option, you shall so notify on or before the Company in writing not later than thirty (30) calendar days after thirtieth day following the date of this Agreement, which by written notice from the Representatives to the Company. Such notice shall specify set forth the aggregate principal amount of Additional Option Securities plus accrued interest as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597.00% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 16, 2021 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, solely to cover over-allotments, if any. If you exercise such option, you shall so notify the Company in writing not later than thirty (30) calendar days after the date of this Agreementpayment and delivery. If any Option Securities are to be purchased, which notice shall specify the principal amount of Additional Option Securities to be purchased by each Initial Purchaser shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representative in its sole discretion shall make. The Initial Purchasers may purchase the Option Securities at any time in whole, or from time to time in part, for settlement within a period of thirteen days from, and including, the Closing Date, by written notice from the Representative to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest as to which the option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof) (subject to the immediately preceding sentence). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. Any election by the Initial Purchasers to purchase Option Securities can be exercised solely in connection with the sale, by the Initial Purchasers, of Securities in excess of the Underwritten Securities.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.75(i) in the case of the 2026 Notes, 98.5% of the principal amount thereof (the “2026 Purchase Price”) and (ii) in the case of the 2028 Notes, 98.5% of the principal amount thereof (the “2028 Purchase Price” and, each of the 2026 Purchase Price and the 2028 Purchase Price, as applicable, the “Purchase Price”) plus accrued interest, if any, from February 26, 2021 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, solely to cover over-allotments, if anydate of payment and delivery. If you exercise any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Initial Purchaser shall be the principal amount of the applicable Option Securities which bears the same ratio to the aggregate principal amount of such option, you shall so notify Option Securities being purchased as the principal amount of the applicable Firm Securities as set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Firm Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in writing not later denominations other than thirty (30) calendar days after $1,000 as the Representatives in their sole discretion shall make. The Initial Purchasers may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirteenth day following the date of this Agreement, which by written notice from the Representatives to the Company. Such notice shall specify set forth the aggregate principal amount of Additional Option Securities plus accrued interest as to be purchased by which the Initial Purchasers option is being exercised and the date on which and time when such Additional Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten (10) Business Days the thirteenth full calendar day after the Closing Date (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such noticenotice shall be given at least one Business Day (as defined below) prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597.25% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 25, 2014 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Datedate of payment and delivery, solely to cover over-allotments, if any. If you exercise any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such option, you shall so notify Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in writing not later denominations other than thirty (30) calendar days after $1,000 as the Representatives in their sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities solely to cover over-allotments at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, which by written notice from the Representatives to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Except as agreed in writing, any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Securities set forth opposite that such Initial Purchaser’s name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597.25% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from March 15, 2016 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement solely to cover over-allotments, if any, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) March 15, 2016 to the Additional Closing Date, date of payment and delivery solely to cover over-allotments, if any. If you exercise any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Initial Purchaser shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Firm Securities set forth opposite the name of such option, you shall so notify Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section ‎10 hereof) bears to the aggregate principal amount of Firm Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in writing not later denominations other than thirty (30) calendar days after $1,000 as the Representatives in their sole discretion shall make. The Initial Purchasers may exercise the over-allotment option to purchase the Option Securities at any one time in whole or in part on or before the thirtieth day following the date of this Agreement, which by written notice from the Representatives to the Company. Such notice shall specify set forth the aggregate principal amount of Additional Option Securities as to which the over-allotment option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section ‎10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein unless the Company and the Representatives shall agree otherwise. The Initial Purchasers, severally and not jointly, agree to reimburse the Company in the amount of $1,650,000, less certain syndicate expenses (The “Firm Expenses”) in respect of its documented out-of-pocket expenses in connection with the offer and sale of the Firm Securities. To the extent any Option Securities are purchased by the Initial Purchasers pursuant to this Section ‎2(a), the foregoing expense reimbursement to the Company from the several Initial Purchasers will be increased proportionately. As used in the preceding sentence, “proportionate” refers to the ratio that the aggregate principal amount of Option Securities to be purchased by the several Initial Purchasers and bears to the date on which such Additional aggregate principal amount of Firm Securities are to be purchased. Such date may be purchased by the same as the Closing Date but not earlier than the Closing Date and not later than ten (10) Business Days after the date of such noticeseveral Initial Purchasers.

Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and sell the Firm Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Underwritten Securities set forth opposite that such Initial Purchaser’s 's name in Schedule 1 hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, hereto at a purchase price equal to 97.7597.0% of the principal amount thereof (the “"Purchase Price”") plus accrued interest, if any, from March 18, 2013 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations representations, warranties and warranties contained in this Agreement, agreements set forth herein and subject to its terms and conditionsthe conditions set forth herein, the Company agrees to sell to the Initial Purchasers the Additional Securities, and each Initial Purchaser shall have the rightoption to purchase, severally and not jointly, to purchase from the principal amount of Additional Company the Option Securities that bears the same proportion to the aggregate principal amount of Additional Securities to be sold on the Additional Closing Date as the principal amount of Firm Securities set forth in Schedule 1 hereto opposite the name of such Initial Purchaser bears to the aggregate principal amount of Firm Securities, at the Purchase Price plus accrued interest, if any, from the Closing Date (as defined below) to the Additional Closing Date, solely to cover over-allotments, if anydate of payment and delivery. If you exercise any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such option, you shall so notify Initial Purchaser in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in writing not later denominations other than thirty (30) calendar days after $1,000 as the Representative in its sole discretion shall make. The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, which by written notice from the Representative to the Company. Such notice shall specify set forth the principal aggregate amount of Additional Option Securities as to be purchased by which the Initial Purchasers option is being exercised and the date on which such Additional and time when the Option Securities are to be purchased. Such date delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date and not nor later than ten the tenth full business day (10as hereinafter defined) Business Days after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.