Common use of Purchase and Sale Clause in Contracts

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amount amounts of the Securities set forth opposite such each respective Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ”. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III IV hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwritersunderwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amount amounts of the Securities set forth opposite such each respective Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwritersunderwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage purchase price set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial Shares shall be set forth in a separate written instrument (the "Pricing Agreement") signed by the Representatives and the Company, the form of which is attached hereto as Schedule IV. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per share to be paid by the several Underwriters for the Initial Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement among the Representatives and the Company. (c) In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the "Date of Delivery") shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date (as defined below). If the option is exercised as to all or any portion of the Option Shares, the Option Shares as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial Shares underwriting obligations as set forth on Schedule II.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "“Contract Securities." ” If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to, and the Guarantor agrees to cause the Company to, sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ” If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III IV hereto but with such changes therein as the Company and the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay pay, and the Guarantor will cause the Company to pay, to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into into, and the Guarantor will cause the Company to enter into, Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II heretotherein at a price per Option Security equal to the price per Initial Underwritten Security, except thatless an amount equal to any dividends declared by the Company and paid or payable on the Initial Underwritten Securities but not on the Option Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided below. in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. (c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 10:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 p.m., New York City time, on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned offices of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer or certified or official bank check or checks in Federal or similar same-day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Initial Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Initial Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage purchase price set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial Shares shall be set forth in a separate written instrument (the "Pricing Agreement") signed by the Representatives and the Company, the form of which is attached hereto as Schedule IV. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per share to be paid by the several Underwriters for the Initial Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement among the Representatives and the Company. (c) In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the "Date of Delivery") shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date (as defined below). If the option is exercised as to all or any portion of the Option Shares, the Option Shares as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial Shares underwriting obligations as set forth on Schedule II.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedPROVIDED, howeverHOWEVER, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to, and the Guarantor agrees to cause the Company to, sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount number of shares of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company and the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay pay, and the Guarantor will cause the Company to pay, to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into into, and the Guarantor will cause the Company to enter into, Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amount amounts of the Securities set forth opposite such each respective Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be evidenced by the Terms Agreement. The Terms Agreement shall specify the number of Underwritten Securities to be initially issued (the “Initial Underwritten Securities”), the names of the Underwriters participating in such offering (subject to substitution as provided in Section 10 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the names of the Underwriters acting as co-managers, if any, in connection with such offering, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the time and place of delivery and payment, any delayed delivery arrangements and any other terms of the Initial Underwritten Securities pursuant to which they are being issued (including, but not limited to, designations, redemption provisions and sinking fund requirements). In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters, an option to purchase additional Underwritten Securities subject to such option (the “Option Securities”). As used herein, the term “Underwritten Securities” shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the Terms Agreement relating to sell any Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters, named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per share as is applicable to the Initial Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by the Representative to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days and not earlier than two full business days after the exercise of said option, unless otherwise agreed upon by the Representative and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has agreed to purchase as set forth in Schedule II hereto less the respective amounts related Terms Agreement bears to the total number of Contract Securities determined Initial Underwritten Securities, subject to such adjustments as provided belowthe Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Payment of the purchase price for, and delivery of, the Initial Underwritten Securities to be purchased by the Underwriters shall be made at the office of Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representative and the Company, at 10;00 A.M., New York City time, on the fifth business day (unless postponed in accordance with the provisions of Section 10) following the date of the Terms Agreement or such other time as shall be agreed upon by the Representative and the Company (each such time and date being referred to as a “Closing Time”). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned office of Sidley Austin LLP, or at such other place as shall be agreed upon by the Representative and the Company on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by certified or official bank check or check in New York Clearing House or similar next day funds payable to the order of the Company against delivery to the Representative for the respective accounts of the Underwriters of the Underwritten Securities to be purchased pursuant by them. Certificates for such Underwritten Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." the applicable Closing Time or Date of Delivery, as the case may be. Such certificates will be made available for examination and packaging by the Representative on or before the first business day prior to Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"), ”) substantially in the form of Schedule III Exhibit A hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the RepresentativesRepresentative at Closing Time, for the account accounts of the Underwriters, on the Closing Date, fee specified in the percentage set forth in Schedule I hereto Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at Closing Time. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types set forth in the Prospectus Supplement. At Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount Representative shall submit to the Company, at least three business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise the Representative, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion Representative to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Purchased Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Purchased Securities pursuant to delayed delivery arrangements, the respective principal amounts of Purchased Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Purchased Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Purchased Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Purchased Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, as a fee, the percentage set forth in Schedule I hereto of the principal amount of the Purchased Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Purchased Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Purchased Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Purchased Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. (a) (i) Subject to the terms and ------------------ conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of shares of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts number of shares of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts number of shares of Contract Securities determined as provided in Section 2(a)(ii) below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities"." (ii) If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount aggregate liquidation preference of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount number of shares set forth in Schedule I hereto and the aggregate principal amount number of shares of Contract Securities may not exceed the maximum aggregate principal amount number of shares set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount number of shares of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount the number of shares which shall bear the same proportion to the total principal amount number of shares of Contract Securities as the principal amount number of shares of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount number of shares set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount -------- ------- number of shares of Securities to be purchased by all Underwriters shall be the aggregate principal amount number of shares set forth in Schedule II hereto less the aggregate principal amount number of shares of Contract Securities. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, the Option Securities at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of the Final Prospectus upon written or telegraphic notice by the Representatives to the Company setting forth the number of shares of the Option Securities as to which the several Underwriters are exercising the option and the settlement date. Delivery of certificates for the shares of Option Securities, and payment therefor, shall be made as provided in Section 3 hereof. The number of shares of the Option Securities to be purchased by each Underwriter shall be the number of shares which shall bear the same proportion to the total number of shares of the Option Securities to be purchased by the several Underwriters an the number of shares of Securities set forth opposite the name of such Underwriter bears to the aggregate number of shares set forth in Schedule II hereto, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ” If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III V hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage fee set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial Shares shall be set forth in a separate written instrument (the “Pricing Agreement”) signed by the Representatives and the Company, the form of which is attached hereto as Schedule V. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per share to be paid by the several Underwriters for the Initial Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement among the Representatives and the Company. (c) In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the “Date of Delivery”) shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Shares, the Option Shares as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial Shares underwriting obligations as set forth on Schedule II.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The If so specified, the Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts Contracts, if any, are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions, or such other types of investors as may be set forth in the Final Prospectus, and shall be subject to other conditions therein set forth. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II 11 hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III IV hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing DateDate (as defined below), the percentage purchase price set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial Shares shall be set forth in a separate written instrument (the "Pricing Agreement") signed by the Representatives and the Company, the form of which is attached hereto as Schedule V. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per share to be paid by the several Underwriters for the Initial Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement among the Representatives and the Company. (c) In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once by written notice) only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of delivery (the "Date of Delivery") shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date (as defined below). If the option is exercised as to all or any portion of the Option Shares, the Option Shares as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial Shares underwriting obligations as set forth on Schedule II.

Purchase and Sale. Subject Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of the Designated Securities, the several Underwriters propose to offer the Designated Securities for sale upon the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be Prospectus as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize amended or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionssupplemented. The Company will enter into Delayed Delivery Contracts may specify in all cases where sales of Contract the Pricing Agreement applicable to any Designated Securities arranged by that the Company thereby grants to the Underwriters have been approved by the Company butright (an “Over-allotment Option”) to purchase, except as the Company may otherwise agreeat their election, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and up to the aggregate principal amount of Contract Optional Securities set forth in such Pricing Agreement, on the terms set forth in the Pricing Prospectus and the Prospectus, as amended or supplemented, for the sole purpose of covering over-allotments in the sale of the Firm Designated Securities. Any such election to purchase Optional Securities may not exceed be exercised by written notice from the maximum Representatives to the Company, given within a period specified in the Pricing Agreement, setting forth the aggregate principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless the Representatives and the Company otherwise agree in writing, earlier than or later than the respective number of business days after the date of such notice set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contractssuch Pricing Agreement. The principal amount of Optional Securities, if any, to be added to the principal amount of Firm Designated Securities to be purchased by each Underwriter (as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion I to the total principal amount of Contract Securities as applicable Pricing Agreement) shall be, in each case, the principal amount of Optional Securities set forth opposite in the name applicable Pricing Agreement, provided that, if such principal amount of Optional Securities is not set forth in the applicable Pricing Agreement, the principal amount of Optional Securities to be so added shall be, in each case, that proportion of Optional Securities which the principal amount of Firm Designated Securities to be purchased by such Underwriter under such Pricing Agreement bears to the aggregate principal amount set forth in Schedule II hereto, except of Firm Designated Securities (rounded as the Representatives may determine to the extent that you determine that such reduction shall be otherwise than nearest $1,000 in such proportion and so advise the Company in writing; provided, however, that the principal amount). The total principal amount number of Designated Securities to be purchased by all the Underwriters pursuant to such Pricing Agreement shall be the aggregate principal amount number of Firm Designated Securities set forth in Schedule II hereto less I to such Pricing Agreement plus the aggregate principal amount number of Contract SecuritiesOptional Securities which the Underwriters elect to purchase pursuant to such Pricing Agreement.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Issuer agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyIssuer, at the purchase price set forth in Schedule I hereto, the respective principal amount amounts of the Securities set forth opposite such each respective Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ”. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company Issuer pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III IV hereto but with such changes therein as the Company Issuer may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company Issuer will pay to the Representatives, for the account of the Underwritersunderwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company Issuer will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company Issuer but, except as the Company Issuer may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company Issuer in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount or number of the shares or Units of Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, in the case of Debt Securities, if Schedule I hereto provides for the sale of such Debt Securities pursuant to delayed delivery arrangements, the respective principal amounts amount of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities"." (b) If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III II hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Debt Securities for which such Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and companies, educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where such sales of Contract Securities arranged by the Underwriters have been approved by the Company (it being understood that the Company may reasonably withhold such approval) but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount set forth in Schedule I hereto and the aggregate principle amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be evidenced by the Terms Agreement. The Terms Agreement shall specify the number of Underwritten Securities to be initially issued (the "Initial Underwritten Securities"), the names of the 3 Underwriters participating in such offering (subject to substitution as provided in Section 8 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the time and place of delivery and payment, any delayed delivery arrangements and any other terms of the Initial Underwritten Securities pursuant to which they are being issued (including, but not limited to, designations, conversion provisions, redemption provisions and sinking fund requirements). In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters an option to purchase additional Underwritten Securities subject to such option (the "Option Securities"). As used herein, the term Underwritten Securities shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the Terms Agreement relating to sell any Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters, named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per share as is applicable to the Initial Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the Terms Agreement after the Closing Time (as hereinafter defined) relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purchase of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by the Representative(s) to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by the Representative(s), but shall not be later than ten full business days and not earlier than two full business days after the exercise of said option, unless otherwise agreed upon by the Representative(s) and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has agreed to purchase as set forth in Schedule II hereto less the respective amounts related Terms Agreement bears to the total number of Contract Securities determined Initial Underwritten Securities, subject to such adjustments as provided belowthe Representative(s) in (your) (their) discretion shall make to eliminate any sales or purchases of fractional shares. Payment of the purchase price for, and delivery of, any Initial Underwritten Securities to be purchased by the Underwriters are herein sometimes called shall be made at the "Underwriters' Securities" office of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representative(s) and Securities to be purchased the Company, at (9:00) A.M., New York City time, on the third or fourth business day (unless otherwise permitted by the Commission pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided Rule 15e6-1 of the Exchange Act or postponed in Schedule I hereto, accordance with the Underwriters are authorized to solicit offers to purchase Securities from provisions of Section 8) following the date of the Terms Agreement or such other time as shall be agreed upon by the Representative(s) and the Company pursuant (each such time and date being referred to delayed delivery contracts (as a "Delayed Delivery ContractsClosing Time"). In addition, substantially in the form event that any or all of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of Option Securities are purchased by the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto payment of the principal amount purchase price for, and delivery of certificates representing, such Option Securities, shall be made at the above-mentioned office of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, or at such other place as shall be agreed upon by the Representative(s) to the Company. Payment shall be made to the Company by wire transfer of immediately available (same-day) funds, against delivery to the Representative(s) for the respective accounts of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Underwritten Securities to be purchased by each Underwriter as set forth in Schedule II hereto them. Certificates for such Underwritten Securities shall be reduced by an amount which shall bear in such denominations and registered in such names as the same proportion Representative(s) may request in writing at least two business days prior to the total principal amount applicable Closing Time or Date of Contract Securities Delivery, as the principal amount case may be. Such certificates or receipts will be made available for examination and packaging by the Representative(s) on or before the first business day prior to Closing Time or Date of Securities set forth opposite Delivery, as the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.case may be. 4

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to, and the Guarantor agrees to cause the Company to, sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ” If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III IV hereto but with such changes therein as the Company and the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay pay, and the Guarantor will cause the Company to pay, to the RepresentativesRepresentative, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into into, and the Guarantor will cause the Company to enter into, Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ” If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III IV hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage fee set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial Shares shall be set forth in a separate written instrument (the “Pricing Agreement”) signed by the Representatives and the Company, the form of which is attached hereto as Schedule V. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per share to be paid by the several Underwriters for the Initial Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement among the Representatives and the Company. (c) [In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the “Date of Delivery”) shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Shares, the Option Shares as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial Shares underwriting obligations as set forth on Schedule II.]

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, II to the applicable Pricing Agreement the principal amount or number of shares of the Securities set forth opposite such Underwriter's ’s name in Schedule II heretoI to the applicable Pricing Agreement, except that, if Schedule I hereto II to the applicable Pricing Agreement provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto I to the applicable Pricing Agreement less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ” If so provided in Schedule I hereto, II to the applicable Pricing Agreement the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III Annex II hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the RepresentativesUnderwriters, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto II to the applicable Pricing Agreement of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsinstitutions that are not prohibited from purchasing the Securities. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto II to the applicable Pricing Agreement and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretoII to the applicable Pricing Agreement. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto I to the applicable Pricing Agreement shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoI to the applicable Pricing Agreement, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto I to the applicable Pricing Agreement less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II heretotherein at a price per Option Security equal to the price per Initial Underwritten Security, except thatless an amount equal to any dividends declared by the Company and paid or payable on the Initial Underwritten Securities but not on the Option Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided below. in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. (c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of ▇▇▇▇▇ & ▇▇▇▇ LLP, 58th Floor, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 9:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 P.M., New York City time, on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned offices of ▇▇▇▇▇ & Wood LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer or certified or official bank check or checks in Federal or similar same-day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to On the terms and subject to the conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Companyof this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser or Purchaser's designees, and Purchaser shall purchase price set forth from Seller all of Seller's right, title and interest as of the Closing Date in Schedule I heretoand to all of Seller's tangible and intangible assets and properties (collectively, the principal amount "Assets"), except for the Excluded Assets (as defined below), including, without limitation, the following assets, free and clear of all Liens: (a) The licenses granted by the FCC authorizing Seller to construct and operate Channels in certain markets listed on Exhibit B-1, which based on the zip code database approved by Purchaser cover the minimum number of households per Channel associated with each such Channel listed therein (the "Seller Licenses"); Seller does not represent or warrant the accuracy of the Securities set forth opposite such Underwriter's name zip code database and any inaccuracy in Schedule II hereto, except that, if Schedule I hereto provides for the sale zip code database will not give rise to any claim or Purchase Price Adjustment on behalf of Securities Purchaser or Seller; (b) The leases pursuant to delayed delivery arrangementswhich Seller leases the spectrum on certain Leased Channels pursuant to FCC licenses granted to the applicable Lessor (the "Underlying FCC Licenses" and together with the Seller Licenses, the respective principal amounts "Licenses") for use in the markets listed on Exhibit B-2, which based on the zip code database approved by Purchaser cover the minimum number of Securities households per Channel associated with each Channel listed therein ("Leases"); Seller does not represent or warrant the accuracy of the zip code database and any inaccuracy in the zip code database will not give rise to be purchased any claim or Purchase Price Adjustment on behalf of Purchaser or Seller; (c) All contracts, leases, equipment leases, Tower Leases, Tower Subleases, subleases, licenses, purchase orders, software license agreements, customer/subscriber contracts, supplier contracts, and other contracts and agreements to which Seller is a party and listed and described on Exhibit B-3, and further including all rights, claims, privileges of Seller arising under all warranties, representations and guarantees (express, implied or otherwise) made by Underwriters shall be as set forth suppliers or others in Schedule II hereto less connection with the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called Assets (the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Assigned Contracts"); (d) All equipment, substantially furniture, tools, spare parts, machinery, fixtures and computer hardware used or held for use by Seller, including without limitation that network equipment and spare parts used in connection with the form operation of Schedule III hereto but with such changes therein the Channels as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation thereforlisted on Exhibit B-4 (collectively, the Company will pay "Equipment"); (e) All Intellectual Property Rights owned by or licensed to the RepresentativesSeller or in which Seller has any right, for the account of the Underwriterstitle or interest, on the Closing Datewhether by license, permission, releases or otherwise, including without limitation, all goodwill associated therewith (collectively, the percentage set forth in Schedule I hereto "IP Assets"); and (f) All accounts receivable and other amounts due to Seller from customers of Seller (the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities"Accounts Receivable").

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each of the Company and the Guarantor agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Guarantor, at the purchase price for the Securities set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company and the Guarantor pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company or the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company and the Guarantor will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company and the Guarantor in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to, and the Guarantor agrees to cause the Company to, sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company and the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay pay, and the Guarantor will cause the Company to pay, to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into into, and the Guarantor will cause the Company to enter into, Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and ------------------ in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors institu- tional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Secu- rities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, -------- however, that the total principal amount of Securities to be purchased by ------- all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II heretotherein at a price per Option Security equal to the price per Initial Underwritten Security, except thatless an amount equal to any dividends declared by the Company and paid or payable on the Initial Underwritten Securities but not on the Option Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided below. in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. (c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of ▇▇▇▇▇ & ▇▇▇▇ LLP, 58th Floor, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 9:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 p.m., New York City time, on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned offices of ▇▇▇▇▇ & Wood LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer or certified or official bank check or checks in Federal or similar same-day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial [Warrants][Units] set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial [Warrants][Units] pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial [Warrants][Units] to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities [Warrants][Units] to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities [Warrants][Units] to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial [Warrants][Units] from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage purchase price set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial [Warrants][Units] for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial [Warrants][Units] set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial [Warrants][Units] to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial [Warrants][Units] set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial [Warrants][Units] to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial [Warrants][Units] shall be set forth in a separate written instrument (the "Pricing Agreement") signed by the Representatives and the Company, the form of which is attached hereto as Schedule IV. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per [warrant][unit] to be paid by the several Underwriters for the Initial [Warrants][Units] shall be an amount equal to the initial public offering price, less an amount per [warrant][unit] to be determined by agreement among the Representatives and the Company. (c) In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ Option [Warrants][Units] at the same price per share determined as provided above for the Initial [Warrants][Units]. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option [Warrants][Units] as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the "Date of Delivery") shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date (as defined below). If the option is exercised as to all or any portion of the Option [Warrants][Units], the Option [Warrants][Units] as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial [Warrants][Units] underwriting obligations as set forth on Schedule II.

Purchase and Sale. Subject (a) Cargill shall purchase from Mosaic 100% of its Phosphate and Potash requirements of Products for retail distribution during each Fiscal Year, provided however that Cargill shall not be required to purchase Product from Mosaic in the event Mosaic’s terms are not competitive with those of its competitors, considering quality, delivery periods, suitability, warranty, reliability and price. (b) Cargill shall be permitted to re-sell Product purchased from Mosaic pursuant to the terms and conditions and hereof to retail crop input dealers in reliance upon which Cargill has an equity interest greater than 20%. (c) Notwithstanding anything to the representations and warranties herein contrary set forthout herein, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, if Cargill is able to purchase from the Company, Product at the purchase same or similar specifications as affixed by Mosaic at a net delivered price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts at least two ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not $2.00) dollars per metric tonne less than the minimum principal amount set forth net delivered price payable by Cargill to Mosaic in Schedule I hereto accordance with this Agreement, Mosaic shall have 48 hours from written notification from Cargill to advise Cargill whether: (i) Mosaic elects to sell the Product at prices equal to or less than the alternative source net delivered price for similar quantities, delivery modes, delivery periods and payment dates, in which case Cargill shall continue to purchase its requirements of Product from Mosaic; or (ii) Mosaic elects not to meet the aggregate principal amount of Contract Securities alternative source net delivered price for similar quantities, delivery modes, delivery periods and payment dates, in which case Cargill may not exceed purchase such quantities from the maximum aggregate principal amount set forth in Schedule I heretoalternate source. The Underwriters will not have any responsibility in respect of In such circumstances the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto Nominated Volume for the relevant period shall be reduced by an the amount which shall bear all such quantities purchased from alternative sources by Cargill during such period. (d) In the same proportion event of product shortages, Cargill’s unfilled orders will be filled on a pro rata basis with other shared value customers. (e) Mosaic will offer pricing and terms on products and services that is at least equal to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears lowest pricing or longest terms being offered to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesretailers for product during a similar time period.

Purchase and Sale. Subject to (a) On the terms and subject to the satisfaction of the conditions set forth in this Agreement, including the conditions precedent set forth in ARTICLE IX and in reliance upon on the representations representations, warranties, covenants and warranties herein agreements set forthforth in this Agreement, the Company Seller hereby agrees to sell and assign all of its Membership Interests in the Funding Note Issuer, without recourse to each Underwriter the Seller and each Underwriter agrees, severally and not jointlywithout representations or warranties (except as specifically set forth herein), to the Conduit Buyer, and the Conduit Buyer hereby agrees to purchase the entire Membership Interests in the Funding Note Issuer from the CompanySeller and to assume, at the purchase price set forth in Schedule I heretopay, the principal amount perform and otherwise accept or discharge all Buyer Assumed Obligations of the Securities set forth opposite such Underwriter's name in sole member of the Funding Note Issuer. Such Membership Interest will be purchased from the Seller and the Estimated Conduit Purchase Price will be based upon the Schedule II heretoof Financed Student Loans determined as of the Initial Cutoff Date, except that, if Schedule I hereto provides for and the sale of Securities Estimated Conduit Purchase Price will be calculated on a basis consistent with the Model Purchase Price Calculation and will be further adjusted pursuant to delayed delivery arrangements, this Section 4.1 after the respective principal amounts Closing based upon an adjusted Schedule of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities Financed Student Loans determined as provided belowof the Applicable Measuring Date. Securities to The Financed Student Loans will be purchased by identified on the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially Closing Date in the form Conduit ▇▇▇▇ of Schedule III hereto but with such changes therein as the Company may authorize or approveSale. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the UnderwritersAs further described in Section 5.2, on the Closing Date, the percentage set forth in Schedule I hereto Conduit Buyer shall pay or cause to be paid all outstanding Subordinated Loans of the principal Funding Note Issuer, together with accrued interest thereon, up to and including the Closing Date. (b) Delivery or transfer of the Membership Interest shall be made on the Closing Date at the time and in the manner agreed upon by the Seller and the Conduit Buyer, but in any event prior to the consummation of the Merger Transaction. On the Closing Date, the Conduit Buyer shall pay or cause to be paid to CBNA, as designee of the Seller, the Estimated Conduit Purchase Price by wire transfer of immediately available funds in U.S. dollars to the account specified by CBNA to the Conduit Buyer by written notice at least two (2) Business Days prior to the Closing Date at the time and in the manner mutually agreed upon by CBNA and the Conduit Buyer. (c) The sale and purchase of the Membership Interests on the Closing Date shall be consummated upon (i) execution and delivery by the Seller and the Conduit Buyer of a Conduit ▇▇▇▇ of Sale (which will include a Schedule of Financed Student Loans determined as of the Initial Cutoff Date and the assignment and assumption referred to in Section 4.4) with respect to the Membership Interests, (ii) the payment by or on behalf of the Conduit Buyer of the Estimated Conduit Purchase Price in the manner provided in Section 4.1(b), (iii) receipt of written consent of the Conduit Manager and the Conduit Lender described in Section 4.5, (iv) delivery of the opinions described in Section 4.3, (v) the Seller’s receipt of an executed Buyer Satisfaction Certificate and (vi) the Conduit Buyer’s receipt of an executed Seller Satisfaction Certificate. Upon the satisfaction of such conditions, such sale and purchase shall be effective as of the Closing Date, prior to the consummation of the Merger Transaction. (d) Seller shall timely provide any information reasonably requested by the Conduit Buyer to prepare an adjusted Schedule of Financed Student Loans, so that within fifteen (15) Business Days after the Closing Date, the Conduit Buyer shall provide the Seller and CBNA with a Schedule of Financed Student Loans determined as of the Applicable Measuring Date and shall calculate the Conduit Purchase Price based upon such schedule to determine the Closing Conduit Purchase Price, with such calculation to be prepared on a basis consistent with the Model Purchase Price Calculation. CBNA shall have ten (10) Business Days to review and comment on the Schedule of Financed Student Loans and the Closing Conduit Purchase Price. During this period the Seller and Buyer Parent (to the extent available to it) will provide information relating to the adjusted Schedule of Financed Student Loans and adjusted Closing Conduit Purchase Prices as reasonably requested by CBNA and Conduit Buyer, and Conduit Buyer will meet with CBNA to discuss this information and the calculations. CBNA and Buyer Parent will reimburse Seller for its reasonable expenses incurred in connection with performing its obligations under this Section 4.1(d). If during this ten (10) Business Day period CBNA notifies the Conduit Buyer that CBNA disagrees with these calculations, Conduit Buyer and CBNA will meet to attempt to resolve any differences. If they are unable to agree on the adjustments within the next thirty days, then the Conduit Buyer and CBNA will be free to pursue an additional review by jointly selecting a third party independent accounting firm to review the calculations and make a determination as to the Closing Conduit Purchase Price. If CBNA and the Conduit Buyer are unable to agree on a third party accounting firm, then they will apply to the American Arbitration Association to make the selection. The independent accounting firm selected pursuant to this Section 4.1(d) is referred to herein as the (“Conduit Arbitration Firm”). The Conduit Arbitration Firm will be instructed to complete its review within 20 days and to calculate the Closing Conduit Purchase Price in accordance with this Section 4.1 and the Model Purchase Price Calculation. The decision of the Conduit Arbitration Firm will be final and binding on the Buyer Parent and CBNA. (e) If the Closing Conduit Purchase Price exceeds the Estimated Conduit Purchase Price (as finally determined pursuant to Section 4.1(d)), then the Conduit Buyer shall pay CBNA the amount of such excess no later than ten (10) Business Days after the Securities for which Delayed Delivery Contracts are madeClosing Date by wire transfer of immediately available funds in U.S. dollars to the account specified by CBNA to the Conduit Buyer by written notice at least two Business Days prior to such payment. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by If the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not Closing Conduit Purchase Price is less than the minimum principal Estimated Conduit Purchase Price, then CBNA on behalf of the Seller shall refund the Conduit Buyer the amount set forth of such difference no later than ten (10) Business Days after the Closing Date by wire transfer of immediately available funds in Schedule I hereto U.S. dollars to the account specified by the Conduit Buyer to CBNA by written notice at least two Business Days prior to such payment. The Conduit Buyer acknowledges and agrees that the Seller shall have no responsibility for, or liability with respect to, the making of any payment required pursuant to the preceding sentence. The Seller and the aggregate principal amount Conduit Buyer shall amend the Conduit ▇▇▇▇ of Contract Securities may not exceed Sale to reflect the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of Financed Student Loans determined as of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear Applicable Measuring Date and the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesClosing Conduit Purchase Price.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.you

Purchase and Sale. Subject to the terms conditions set forth in this Agreement, HSBC TFS agrees to sell to BFC, and conditions BFC agrees to purchase from HSBC TFS, from time to time, on a “checks cleared” basis, an undivided ownership interest in, and in reliance upon an amount equal to the Applicable Percentage of, all of HSBC TFS’s right, title and interest in and to each Pool RAL hereafter created, including all monies due or to become due with respect thereto and all Collections pertaining thereto and other proceeds (as defined in the UCC as in effect in the State of Delaware) thereof (a “Participation Interest”). Subject to the conditions set forth herein BFC agrees to pay for, purchase and accept all Participation Interests from time to time as provided herein. Except for the representations and warranties herein set forthexpressly made by HSBC TFS in this Agreement, Participation Interests (and acquisition thereof by BFC) shall be without recourse to HSBC TFS. HSBC TFS represents and warrants to BFC that the Company agrees Pool RALs were originated in compliance with the Final Credit Criteria and Final RAL and RAC Fees (as defined in the Second Amended and Restated RAL Operations Agreement) and applicable law, excluding, however, any failure to sell comply which results from (i) any misrepresentation or omission to each Underwriter state a material fact by a RAL Customer, or (ii) action or inaction by any Block Office, Major Franchisee or subfranchisee of a Major Franchisee to perform its explicit obligations under this Agreement, or a corporate franchise agreement between Block Services and each Underwriter agreesa Corporate Franchise, severally a Major Franchisee RAL Agreement, or a subfranchisee agreement relating to the RAL Program between a Major Franchisee and not jointlya subfranchisee, as applicable (except for any action or inaction by such entities due to purchase from changes to the Company, at RAL Program required by the purchase price RAL Originator or HSBC TFS outside of the deadlines set forth in Schedule I hereto, the principal amount of the Securities set forth opposite this Agreement for any such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securitieschanges)." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject (a) The Originator hereby irrevocably sells, sets over, assigns, transfers and conveys to the terms Buyer and its successors and assigns, without recourse, except as specifically set forth herein, and the Buyer hereby accepts, purchases and receives, all of the Originator's right, title, and interest in and to the Purchased Assets, whether such Purchased Assets are now owned or hereafter created or acquired by the Originator, along with all monies, instruments, securities, documents and other property from time to time on deposit in or credited to the Lockbox Accounts relating to the Purchased Assets. (b) The consideration to the Originator for the initial Purchase shall be the execution and delivery by the Buyer of the Receivables Purchase Agreement on the Closing Date and the Page 44 making by the Buyer thereunder of the "Initial Purchase" (as defined thereunder). The initial Purchase hereunder shall be made subject to the satisfaction of the conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from specified in Section 4.2. (c) The "Purchase Price" for the Company, at Purchased Assets which came into existence on or prior to the purchase price set forth in Schedule I hereto, Closing Date conveyed to the principal Buyer under this Agreement shall be payable on the Closing Date and shall be an amount equal to 100% of the Securities set forth opposite Outstanding Balance of the Receivables so conveyed, adjusted to reflect such Underwriter's name factors as the Originator and the Buyer mutually agree will result in Schedule II hereto, except that, if Schedule I hereto provides a Purchase Price determined to approximate the fair market value of such Purchased Assets. Such computation of the initial Purchase Price shall assume no reinvestment in new Purchased Assets. The "Purchase Price" for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities Purchased Assets to be purchased by Underwriters conveyed to the Buyer under this Agreement that come into existence after the Closing Date shall be as set forth payable on the Purchase Date in Schedule II hereto less an amount equal to 100% of the respective amounts Outstanding Balance of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called Receivables so conveyed (the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery ContractsNew Purchased Assets"), substantially adjusted to reflect such factors as the Originator and the Buyer mutually agree will result in a Purchase Price determined to approximate the fair market value of such New Purchased Assets. (d) The Purchase Price to be paid by the Buyer on the Closing Date and on each subsequent Purchase Date shall be paid (i) in cash, (ii) with the consent of the Originator, by means of capital contributed by the Originator to the Buyer in the form of Schedule III a contribution of the Purchased Assets, (iii) if consented to by the Originator and in the sole discretion of the Originator, by means of a loan by the Originator to the Buyer (each a "Subordinated Loan" and collectively, the "Subordinated Loans") evidenced by the subordinated note (the "Subordinated Note") in the form attached hereto but with such changes therein as Exhibit A. The Subordinated Loans shall be made on a revolving basis from time to time during the term of this Agreement as the Company Buyer may authorize or approvefrom time to time request and the Originator shall agree for the sole purpose of purchasing Receivables from the Originator. Interest on and principal of the Subordinated Note shall be payable in the amounts and at the times specified in the Subordinated Note. The Underwriters will endeavor to make such arrangements and, as compensation therefor, Originator shall maintain records of the Company will pay date and amounts of each Subordinated Loan and payments thereon on the grid attached to the Representatives, for the account Subordinated Note. (e) The sale of the Underwriters, on Purchased Assets by the Closing Date, the percentage set forth in Schedule I hereto Originator hereunder shall be made without recourse except as specifically provided herein. (f) No obligation or liability of the principal amount of Originator to any Obligor or any third party under any Receivable or Page 45 Contract purchased by the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to Buyer shall be with institutional investors including commercial assumed by the Buyer, and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsany assumption is hereby expressly disclaimed. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged Buyer shall be indemnified by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth Originator in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility accordance with Section 7.1 hereof in respect of the validity any losses, claims, damages, liabilities, costs or performance expenses arising out of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth or incurred in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name connection with any Obligor's assertion of such Underwriter bears to obligation or liability against the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesBuyer.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' ’ Securities" and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III IV hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage fee set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial Shares shall be set forth in a separate written instrument (the "Pricing Agreement") signed by the Representatives and the Company, the form of which is attached hereto as Schedule V. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per share to be paid by the several Underwriters for the Initial Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement among the Representatives and the Company. (c) [In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the "Date of Delivery") shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date (as defined below). If the option is exercised as to all or any portion of the Option Shares, the Option Shares as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial Shares underwriting obligations as set forth on Schedule II.]

Purchase and Sale. Subject (a) Sterling hereby agrees to sell producer colored microdenier acrylic fiber ("Fiber") to Glenoit for the purpose of manufacturing pile knits (exclusive of pile knits based on stretchable yarns such as spandex) (the "Field of Use") in the United States of America, Mexico and Canada (collectively, the "Territory"), subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company of this Agreement. (b) Sterling agrees not to sell Fiber in the Territory to each Underwriter and each Underwriter agreesany person other than Glenoit for applications in the Field of Use except to (i) persons who agree to export out of the Territory 100% of products in the Field of Use produced from such Fiber or (ii) subject to the provisions of this paragraph, severally and consumers of pile knits whose product specifications for pile knits are not jointlymet by Glenoit. Product specifications shall not be deemed to include price or lot size. Sterling will advise Glenoit of any persons in the Territory indicating to Sterling an interest in purchasing pile knits made from Fiber for sale of products in the Field of Use within the Territory. If six months after the date of such referral, Glenoit is unable to meet such customer's product specifications, Sterling may sell Fiber to such customer directly for such customer's own use, including toll conversion into pile knits. (c) Nothing in this Agreement shall be deemed to limit Sterling's sale of Fiber outside the Territory (without any restrictions on resale), Sterling's sale of Fiber within the Territory for applications outside the Field of Use or Sterling's sale of natural color microdenier acrylic fibers. (d) Glenoit agrees not to purchase Fiber from the Companyany person other than Sterling or to manufacture pile knits from any fiber other than Fiber supplied by Sterling hereunder, at the purchase price set forth without prior written approval from Sterling, provided that if Sterling is unable to supply Glenoit in Schedule I hereto, the principal amount any month with any part of the Securities set forth opposite such UnderwriterGlenoit's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale forecasted requirements of Securities Fiber as previously delivered by Glenoit pursuant to delayed delivery arrangementsSection 3 (c) below, the respective principal amounts of Securities to be purchased by Underwriters Glenoit shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers entitled to purchase Securities the balance of its forecasted requirements of Fiber for such month from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form other suppliers of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesFiber.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties war- ranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters Under- writers are authorized to solicit offers to purchase Securities Secu- rities from the Company pursuant to delayed delivery contracts con- tracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Underwritten Securities set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Underwritten Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities (as hereinafter defined) determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' “Underwritten Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ” [In addition, subject to the terms and conditions herein set forth, the Company may grant, if so provided in Schedule I, an option to the Underwriters, severally and not jointly, to purchase up to the number or aggregate principal amount, as the case may be, of the Option Underwritten Securities set forth therein at a price per Option Underwritten Security equal to the price per Initial Underwritten Security, less an amount equal to any dividends or distributions declared by the Company and paid or payable on the Initial Underwritten Securities but not payable on the Option Underwritten Securities. Such option, if granted, will expire 30 days after the date of this Underwriting Agreement, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities upon notice by the Representatives to the Company setting forth the number or aggregate principal amount, as the case may be, of Option Underwritten Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Underwritten Securities. Any such time and date of payment and delivery shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date, unless otherwise agreed upon by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Underwritten Securities, each of the Underwriters, severally and not jointly, will purchase that amount which shall bear the same proportion to the total principal amount of Option Underwritten Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount of Securities set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing.] If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount of Securities set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that that, subject to Section 9 hereof, the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount of Securities set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II heretotherein at a price per Option Security equal to the price per Initial Underwritten Security, except thatless an amount equal to any dividends declared by the Company and paid or payable on the Initial Underwritten Securities but not on the Option Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided below. in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. (c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of ▇▇▇▇▇ & ▇▇▇▇ LLP, 58th Floor, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 10:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 p.m., New York City time, on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned offices of ▇▇▇▇▇ & Wood LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer or certified or official bank check or checks in Federal or similar same-day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to Upon the terms and conditions and in reliance upon the representations representations, warranties and warranties herein set forthcovenants herein, the Company Successor Agency hereby agrees to sell to each the Underwriter and each the Underwriter agrees, severally and not jointly, hereby agrees to purchase from the CompanySuccessor Agency for offering to the public, all (but not less than all) of the $ Successor Agency to the Dissolved Redevelopment Agency of the City of Novato 2019 Series A Tax Allocation Refunding Bonds (the “Series A Bonds”), at the purchase price set forth in Schedule I hereto, of $ (the “Series A Purchase Price”) (being the principal amount of the Securities set forth opposite such Series A Bonds of $ , less an Underwriter's name ’s discount of $ , and plus a net original issue premium of $ . The Series A Purchase Price is to be paid on the Closing Date (as defined in Schedule II heretoSection 6 below). The Series A Bonds shall be dated the Closing Date, except thatand shall bear interest at the rates, if Schedule I hereto provides for shall mature on the sale of Securities pursuant to delayed delivery arrangements, dates and in the respective principal amounts of Securities to be purchased by Underwriters and shall be subject to redemption, all as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to attached Exhibit A. The Series A Bonds shall be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form described in, and shall be issued and secured under the provisions of, the Indenture. As an accommodation to the Successor Agency, the Underwriter will pay, from the Series A Purchase Price, the sum of Schedule III hereto but with such changes therein $ to (the “Municipal Bond Insurer”) as the Company may authorize or approvepremium for the Municipal Bond Insurer’s municipal bond insurance policy issued for the Series A Bonds (the “Series A Municipal Bond Insurance Policy”) and the sum of $ to the Municipal Bond Insurer as a portion of the premium for the Municipal Bond Insurer’s reserve fund municipal bond insurance policy issued for the Bonds (the “Reserve Policy”). The Underwriters will endeavor Upon the terms and conditions and in reliance upon the representations, warranties and covenants herein, the Successor Agency hereby agrees to make such arrangements sell to the Underwriter and the Underwriter hereby agrees to purchase from the Successor Agency for offering to the public, all (but not less than all) of the $ Successor Agency to the Dissolved Redevelopment Agency of the City of Novato 2019 Series B Taxable Tax Allocation Refunding Bonds (the “Series B Bonds” and, as compensation thereforwith the Series A Bonds, the Company will pay to “Bonds”), at the Representatives, for purchase price of $ (the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of “Series B Purchase Price”) (being the principal amount of the Securities for which Delayed Delivery Contracts are madeSeries B Bonds of $ , less an Underwriter’s discount of $ . Delayed Delivery Contracts are The Series B Purchase Price is to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionspaid on the Closing Date. The Company will enter into Delayed Delivery Contracts Series B Bonds shall be dated the Closing Date, and shall bear interest at the rates, shall mature on the dates and in the principal amounts and shall be subject to redemption, all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto the attached Exhibit A. The Series B Bonds shall be reduced by substantially in the form described in, and shall be issued and secured under the provisions of, the Indenture. As an amount which shall bear the same proportion accommodation to the total principal amount Successor Agency, the Underwriter will pay, from the Series B Purchase Price, the sum of Contract Securities $ to the Municipal Bond Insurer as the principal amount premium for the Municipal Bond Insurer’s municipal bond insurance policy issued for the Series B Bonds (the “Series B Municipal Bond Insurance Policy” and, with the Series A Municipal Bond Insurance Policy, the “Municipal Bond Insurance Policies”) and the sum of Securities set forth opposite the name of such Underwriter bears $ to the aggregate principal amount set forth in Schedule II hereto, except Municipal Bond Insurer as a portion of the premium for the Reserve Policy. The Series A Bonds are being issued for the purpose of providing funds to the extent that you determine that such reduction shall Successor Agency to (a) refund, on a current basis, (i) the outstanding Redevelopment Agency of the City of Novato, ▇▇▇▇▇▇▇▇ Field Redevelopment Project, Tax Allocation Bonds, Series 2005 (the “2005 Bonds”), (ii) the outstanding Redevelopment Agency of the City of Novato, ▇▇▇▇▇▇▇▇ Field Redevelopment Project, 2005 Tax Allocation Housing Bonds, Series A (the “2005A Bonds”), (b) purchase the Series A Municipal Bond Insurance Policy, (c) fund a portion of the cost of the Reserve Policy, and (d) pay the costs of issuing the Series A Bonds and refunding the 2005 Bonds and the 2005A Bonds. The Series B Bonds are being issued for the purpose of providing funds to the Successor Agency to (a) (i) refund, on an advance basis, the outstanding Redevelopment Agency of the City of Novato, ▇▇▇▇▇▇▇▇ Field Redevelopment Project, Tax Allocation Bonds, Series 2011 (the “2011 Bonds”), and (ii) prepay the Tax Allocation Loan Agreement by and between the Former Agency and the California Infrastructure and Economic Development Bank, dated as of December 17, 2002 (Agreement # CIEDB 02-­042), as amended (the “IBank Loan” and, with the 2005 Bonds and the 2005A Bonds the “Prior Obligations”), (b) purchase the Series B Municipal Bond Insurance Policy, (c) fund a portion of the cost of the Reserve Policy, and (d) pay the costs of issuing the Series B Bonds and refunding the 2011 Bonds. The Bonds are special, limited obligations of the Successor Agency, payable from, and secured by a lien on Tax Revenues. Issuance of the Bonds and other matters were authorized by resolutions of the Successor Agency, adopted on , 2019, and on , 2019 (the “Successor Agency Resolutions”), and a resolution of the Marin Countywide Successor Agency Oversight Board, adopted on , 2019 (the “Oversight Board Resolution”). Pursuant to an escrow agreement, dated September , 2019 (the “Escrow Agreement”), by and between the Successor Agency and U.S. Bank National Association, as escrow bank (the “Escrow Bank”), provision will be otherwise than in such proportion and so advise made for the Company in writing; provided, however, that refunding of the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesPrior Obligations.

Purchase and Sale. Subject The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per Option Security as is applicable to the Initial Underwritten Securities less the amount of any distribution payable with respect to an Initial Underwritten Security but not payable with respect to an Option Security. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided belowin the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the offices of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, 58th Floor, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 9:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 p.m. New York City time on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned offices of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made by wire transfer of immediately available funds to the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoCompany; PROVIDED, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, howeverHOWEVER, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth forth 1.1 8 opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangementsDelayed Delivery Contracts, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided belowbelow and provided further that such amounts purchased by each Underwriter may be adjusted as set forth in Section 8 hereof. Securities to be purchased by the Underwriters are herein sometimes called the "UnderwritersUNDERWRITERS' SecuritiesSECURITIES" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract SecuritiesCONTRACT SECURITIES." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery ContractsDELAYED DELIVERY CONTRACTS"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance ------------------ upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of such Securities pursuant to delayed delivery arrangements, the respective principal amounts amount of such Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts principal amount of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which such Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion equal to the total principal amount of Contract Securities as multiplied by a fraction, the numerator of which is the principal amount of Securities set forth opposite the name of such Underwriter bears to and the denominator of which is the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased -------- ------- by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, Company at the purchase price for the Debt Securities set forth in Schedule I hereto, the principal amount of the Debt Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Debt Securities pursuant to delayed delivery arrangements, the respective principal amounts of Debt Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Debt Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Debt Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Debt Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company Company, may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Debt Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company and the Guarantors will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Debt Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Debt Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Debt Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to Upon the terms and conditions and in reliance upon the representations representations, warranties and warranties herein set forthcovenants herein, the Company Successor Agency hereby agrees to sell to each Underwriter the Underwriters and each Underwriter agrees, severally and not jointly, the Underwriters hereby agree to purchase from the CompanySuccessor Agency for offering to the public, all (but not less than all) of the $__________ Successor Agency to the Redevelopment Agency of the City of Burbank Tax Allocation Refunding Bonds, Series 2017 (the “Bonds”), at the purchase price set forth in Schedule I hereto, of $_________ (the “Purchase Price”) (being the principal amount of the Securities set forth opposite such Underwriter's name Bonds of $__________, less an Underwriters’ discount of $ , and plus a net original issue premium of $ _. The Purchase Price is to be paid on the Closing Date (as defined in Schedule II heretoSection 6 below). The Bonds shall be dated the Closing Date, except thatand shall bear interest at the rates, if Schedule I hereto provides for shall mature on the sale of Securities pursuant to delayed delivery arrangements, dates and in the respective principal amounts of Securities to be purchased by Underwriters and shall be subject to redemption, all as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities attached Exhibit A. As an accommodation to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I heretoSuccessor Agency, the Underwriters are authorized to solicit offers to purchase Securities will pay, from the Company pursuant purchase price of the Bonds, the sum of $________ to delayed delivery contracts _______________ ("Delayed Delivery Contracts"the “Municipal Bond Insurer”) as the premium for its municipal bond insurance policy issued for the Bonds (the “Municipal Bond Insurance Policy”), substantially in and the form sum of Schedule III hereto but with such changes therein $ to the Municipal Bond Insurer as the Company may authorize or approvepremium for its reserve fund municipal bond insurance policy issued for the Bonds (the “Reserve Fund Policy”). The Underwriters will endeavor Bonds are being issued for the purpose of providing funds to make such arrangements the Successor Agency to: (a) refund the following outstanding obligations incurred by the Former Agency, the Redevelopment Agency of the City of Burbank Golden State Redevelopment Project Tax Allocation Bonds, 1993 Series A (the “1993 Senior Agency Bonds”), the Redevelopment Agency of the City of Burbank Golden State Redevelopment Project Tax Allocation Bonds, 2003 Series A (the “2003 Senior Agency Bonds”), and the Redevelopment Agency of the City of Burbank Golden State Redevelopment Project Subordinated Tax Allocation Bonds, Issue of 1993 (the “Subordinate Agency Bonds” and, as compensation thereforwith the 1993 Senior Agency Bonds and the 2003 Senior Agency Bonds, the Company “Prior Agency Bonds”), which secure the Burbank Public Financing Authority Revenue Bonds, 2007 Series A (Golden State Redevelopment Project) (the “2007A Authority Bonds”). (b) purchase the Municipal Bond Insurance Policy and the Reserve Fund Policy, and (c) paying the costs of issuing the Bonds and the refunding of the 2007A Authority Bonds and, therefore, the Prior Agency Bonds. The Bonds are special, limited obligations of the Successor Agency, payable from, and secured by a lien on Tax Revenues. The payment of principal of and interest on the Bonds, when due, will pay be insured by the Municipal Bond Insurance Policy issued by the Municipal Bond Insurer concurrently with the delivery of the Bonds. Issuance of the Bonds was authorized by a resolution of the Successor Agency, adopted on June 27, 2017 (the “Successor Agency Resolution”), and a resolution of the Oversight Board of the Successor Agency to the RepresentativesRedevelopment Agency of the City of Burbank, adopted on June 28, 2017 (the “Oversight Board Resolution”). Pursuant to an escrow agreement (the “Escrow Agreement”), by and between the Successor Agency and ▇▇▇▇▇ Fargo Bank, National Association, as escrow bank (the “Escrow Bank”), provision will be made for the account refunding of the UnderwritersPrior Agency Bonds an thereafter from the proceeds thereof, the defeasance of the 2007A Authority Bonds and a sufficient amount will be deposited in an escrow fund to provide for the payment of the principal of and interest on the Closing Date2007A Authority Bonds to and including December 1, 2017, and to redeem all outstanding 2007A Authority Bonds in full on December 1, 2017, at the percentage set forth in Schedule I hereto price of 100% of the principal amount thereof. The refunding of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be 2007A Authority Bonds will have the effect of satisfying, in full, the Successor Agency’s obligations with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesPrior Agency Bonds.

Purchase and Sale. Subject 3.1 On the basis of the warranties and representations of the Seller and the Buyer, as set forth in Section 1 of this Agreement, and subject to the terms and conditions and in reliance upon the representations and warranties herein set forthof this Agreement, the Company Buyer agrees to purchase from the Seller and the Seller agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, Buyer at total of 6,000,000 Fox Shares for the purchase price set forth in Schedule I hereto, of $1.00 (the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities “Purchase Price”) to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay paid to the Representatives, for the account of the Underwriters, Seller on the Closing DateDate (hereinafter defined). 3.2 The Buyer acknowledges and agrees that the Fox Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the 1933 Act. As required by applicable securities law, the percentage set forth Buyer agrees to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the Fox Shares issued on Closing will be endorsed with a restrictive legend in Schedule I hereto substantially the following form pursuant to the 1933 Act in order to reflect the fact that the Fox Shares may not be sold by the Buyer except pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be 1933 Act and in accordance with institutional investors including commercial and savings banksapplicable state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, insurance companiesAND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, pension fundsAS AMENDED (THE “1933 ACT”), investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company butAND, except as the Company may otherwise agreeACCORDINGLY, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoMAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedOR IN A TRANSACTION NOT SUBJECT TO, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesTHE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II heretotherein at a price per Option Security equal to the price per Initial Underwritten Security, except thatless an amount equal to any dividends declared by the Company and paid or payable on the Initial Underwritten Securities but not on the Option Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided below. in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. (c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of ▇▇▇▇▇▇▇ Procter LLP, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 9:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 P.M., New York City time, on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned offices of ▇▇▇▇▇▇▇ Procter LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer or certified or official bank check or checks in Federal or similar same-day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject 1.1 Commencing on the Effective Date and subject to the terms of this Agreement, the Partnership Parties agree to sell to BCS, and BCS agrees to purchase from the Partnership Parties, Partnership Coal, in the quantities and of the quality, and from the locations, set forth in each of the Sponsor Coal Supply Agreements as may be necessary to permit BCS to sell Partnership Coal to the Customers under each of the Sponsor Coal Supply Agreements, consistent with and subject to the terms and conditions and in reliance upon of the representations and warranties herein set forth, the Company Sponsor Coal Supply Agreements. BCS further agrees to sell such Partnership Coal to each Underwriter the Customers pursuant to the Sponsor Coal Supply Agreements, consistent with and each Underwriter agreessubject to the terms and conditions of the Sponsor Coal Supply Agreements. 1.2 All Partnership Coal purchased by BCS hereunder shall be delivered by the applicable Partnership Parties to BCS F.O.B. the applicable Partnership Mine, severally and not jointly, unless otherwise agreed between the Parties. Title to purchase from the CompanyPartnership Coal sold to BCS hereunder shall transfer to BCS F.O.B. the applicable Partnership Mine. The Partnership Parties hereby warrant to BCS that, at the purchase price set forth in Schedule I heretotime of delivery to BCS, the principal amount applicable Partnership Parties have title to or the right to sell the Partnership Coal sold to BCS hereunder. 1.3 To the extent that BCS has discretion in determining the source, quantity and delivery timing under any Sponsor Coal Supply Agreement with respect to Partnership Coal, BCS shall seek direction from the Partnership Parties and allow the Partnership Parties to direct the exercise by BCS of such discretion, at the Partnership Parties’ sole discretion. In performing its obligations to deliver coal to Customers pursuant to the Sponsor Coal Supply Agreements, BCS shall first satisfy such obligation using Partnership Coal purchased from the Partnership Parties hereunder to the extent such Partnership Coal meets the quality, quantity and location specifications under the applicable Sponsor Coal Supply Agreements. 1.4 Subject to the Partnership Parties’ obligations hereunder, BCS shall comply with the terms and conditions of the Securities set forth opposite Sponsor Coal Supply Agreements and enforce its rights thereunder. Subject to the Partnership Parties’ obligations hereunder, a breach of a Sponsor Coal Supply Agreement by BCS shall be deemed a breach of this Agreement by BCS. BCS shall immediately notify the Partnership Parties in the event it breaches a Sponsor Coal Supply Agreement or in the event a Customer notifies BCS that such Underwriter's name in Schedule II heretoCustomer has determined that BCS has breached a Sponsor Coal Supply Agreement. 1.5 In performing their respective obligations under this Agreement, except that, if Schedule I hereto provides for the Partnership Parties shall not take actions that would reasonably be expected to have the effect of disadvantaging the sale of Securities pursuant Partnership Coal to delayed delivery arrangementsBCS hereunder relative to any other obligations of the Partnership Parties to sell Partnership Coal (such obligations, the respective principal amounts “Partnership Coal Supply Agreements”). Any penalties, losses or reduced revenues as a result of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially any reduction in the form quantity or quality of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements andPartnership Coal from any location shall, as compensation therefor, the Company will pay between BCS with respect to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto Sponsor Coal Supply Agreements and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in Partnership Parties with respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoPartnership Coal Supply Agreements, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesshared on a proportionate basis.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Purchased Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Purchased Securities pursuant to delayed delivery arrangements, the respective principal amounts of Purchased Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Purchased Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Purchased Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Purchased Securities from the Company pursuant to delayed delivery contracts 5 5 ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor use their reasonable best efforts to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Purchased Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Purchased Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Purchased Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine and the Company agree that such reduction shall be otherwise than in such proportion and so advise the Company in writingproportion; provided, however, that the total principal amount of Purchased Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, Fort James and the Company agrees agree to cause the Pass ▇▇▇ough Trustee to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyPass Through Trustee, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities Certificates set forth opposite such each Underwriter's name in Schedule II hereto, plus any additional principal amount of Certificates which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, except that, if Schedule I hereto provides for the sale of Securities Certificates pursuant to delayed delivery arrangements, the respective principal amounts of Securities Certificates to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities Certificates to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Certificates to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Certificates from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), [substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. .] The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities Certificates for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Certificates to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Certificates set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Certificates to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto (the “Purchase Price”) the principal amount of the Firm Securities set forth opposite such Underwriter's ’s name in Schedule II hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, except thatthe Company hereby grants to the Underwriters the option to purchase the Additional Securities at any one time during the life of such option, if for the purpose of covering over-allotments, severally and not jointly, in aggregate, the principal amount of its securities identified in Schedule I hereto provides for as Additional Securities at the sale applicable Purchase Price. If you, on behalf of Securities pursuant the Underwriters, elect to delayed delivery arrangementsexercise such option, you shall so notify the respective Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the principal amounts amount of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Additional Securities to be purchased by the Underwriters and the date on which such Additional Securities are herein sometimes called the "Underwriters' Securities" and Securities to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date or the third Business Day after the date the Company receives such notice, nor later than ten Business Days after the date of such notice. Additional Securities may be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so as provided in Schedule I heretoSection 4 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. If any Additional Securities are to be purchased, the Underwriters are authorized to solicit offers each Underwriter agrees, severally and not jointly, to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Additional Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are (subject to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract such adjustments to eliminate fractional Securities arranged by the Underwriters have been approved by the Company but, except as the Company you may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear determine) that bears the same proportion to the total principal amount of Contract Additional Securities to be purchased as the principal amount of Firm Securities of such series set forth in Schedule II opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Firm Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all 7 7 cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedPROVIDED, howeverHOWEVER, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject On the date specified by Term Loan Agent in such notice (which shall not be less than five (5) Business Days, nor more than twenty (20) calendar days, after the receipt by Working Capital Agent of the notice from Term Loan Agent of its election to exercise such option), Working Capital Agent and Working Capital Lenders shall sell to Term Loan Agent, and Term Loan Agent shall purchase from Working Capital Agent and Working Capital Lenders, the Working Capital Debt (the "Working Capital Debt Purchase"), provided that, Working Capital Agent and Working Capital Lenders shall retain all rights to receive payments in respect of the Retained W/C Debt, the early termination fee and to be indemnified or held harmless by the Obligors in accordance with the terms of the Working Capital Loan Documents. In connection with the Working Capital Debt Purchase, each Working Capital Lender and Term Loan Agent, on behalf of the Term Loan Lenders, shall execute and deliver an assignment and acceptance agreement pursuant to which, among other things, each Working Capital Lender shall assign to the terms Term Loan Agent, for the benefit of the Term Loan Lenders, such Working Capital Lender's pro rata share of the Commitments and conditions Working Capital Debt relating to the Working Capital Debt Purchase. In addition to and not in reliance upon limitation of the representations and warranties herein set forthforegoing, (a) contemporaneously with the consummation of the Working Capital Debt Purchase, the Company agrees to sell to each Underwriter Working Capital Agent shall resign as the "Agent" under the Working Capital Loan Documents and each Underwriter agreesthe Term Loan Agent or such other Person as the Term Loan Lenders shall designate, severally be designated as the successor "Agent" under the Working Capital Loan Documents; and not jointly, to purchase (b) from and after the Company, at the purchase price set forth in Schedule I hereto, the principal amount closing date of the Securities set forth opposite such Underwriter's name in Schedule II heretoWorking Capital Debt Purchase, each of the Working Capital Lenders who execute and deliver an assignment and acceptance agreement with Term Loan Agent (the "Transferring Lenders") shall continue to be, and shall have all rights and remedies of, a "Lender" under the Working Capital Loan and Security Agreement and the other Working Capital Loan Documents, except that, if Schedule I hereto provides each such Transferring Lender shall have no further obligation whatsoever to make any loans, advances or other financial accommodations to or for the sale benefit of Securities pursuant any Obligor under any Working Capital Loan Documents. Interest with respect to delayed delivery arrangementsthe Retained W/C Debt shall continue to be paid in accordance with the terms of the Working Capital Loan and Security Agreement, the respective principal amounts of Securities Retained W/C Debt shall continue to be purchased secured by Underwriters the Collateral, the Retained W/C Debt shall be as set forth repaid, subject to Section 3.3(f)(i) below, in Schedule II hereto less accordance with the respective amounts terms of Contract Securities determined as provided belowthe Working Capital Loan and Security Agreement and each Transferring Lender shall continue to have all rights and remedies of a Lender under the Working Capital Loan and Security Agreement and the other Working Capital Loan Documents. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" Working Capital Agent hereby represents and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements andwarrants that, as compensation thereforof the date hereof, the Company will pay to the Representatives, no approval of any court or other regulatory or governmental authority is required for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesWorking Capital Debt Purchase.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such -3- 4 arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage purchase price set forth in on Schedule I hereto of the principal amount hereto, of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Securities set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the "Date of Delivery") shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date (as defined below). If the option is exercised as to all or any portion of the Option Shares, the

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the 8 8 form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Debt Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, that if Schedule I hereto provides for the sale of such Debt Securities pursuant to delayed delivery arrangements, the respective principal amounts amount of such Debt Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts amount of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities"." (b) If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Debt Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Debt Securities for which such Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company and the Guarantor will enter into Delayed Delivery Contracts in all cases where such sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount set forth in Schedule I hereto and the aggregate principle amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Debt Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Debt Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Debt Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the (a) The Company agrees to issue and sell the Firm Securities to each Underwriter the several Underwriters as provided in this Agreement, and each Underwriter Underwriter, 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, at Company the purchase price set forth in Schedule I hereto, the respective principal amount of the Firm Securities set forth opposite such Underwriter's ’s name in Schedule II hereto, except thathereto at a price equal to 96.85% of the principal amount thereof with respect to Firm Securities sold to retail investors (the “Retail Purchase Price”) and at a price equal to 98.00% of the principal amount thereof with respect to Firm Securities sold to institutional investors plus accrued interest, if Schedule I hereto provides any, from March 7, 2012 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided belowherein. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation thereforIn addition, the Company will pay agrees to issue and sell the Option Securities to the Representativesseveral Underwriters as provided in this Agreement to cover overallotments, for the account of if any, and the Underwriters, on the Closing Datebasis of the representations, the percentage warranties and agreements set forth in Schedule I hereto herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Retail Purchase Price plus accrued interest, if any, from March 7, 2012 to the date of payment and delivery. If any Option Securities are to be purchased, the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Option Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Option Securities that 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 Underwriter in Schedule II hereto (or such amount increased as set forth in Section 7 hereof) bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise of Firm Securities being purchased from the Company in writing; providedby the several Underwriters, subject, however, to such adjustments to ensure that the total principal amount Option Securities are not issued in minimum denominations of less than $25 and whole multiples of $25 in excess thereof as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to be purchased time in part, on or before the thirtieth day following the date of this Agreement, by all Underwriters written notice from the Representatives to the Company. Such notice shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract 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 or, with respect to Option Securities to be delivered after the Closing Date, no earlier than two or later than ten full business days (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 7 hereof). (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. Payment for and delivery of the Securities will be made, in the case of the Firm Securities, at the offices of Winston & ▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60657 at 10:00 A.M., New York City time, on March 7, 2012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Firm Securities is referred to herein as the “Closing Date,” and the time and date for any such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Option Closing Date.” (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.

Purchase and Sale. Subject The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be evidenced by the applicable Terms Agreement. Such Terms Agreement shall specify the number of Underwritten Securities to be initially issued (the “Initial Underwritten Securities”), the number of Warrants whether the Initial Underwritten Securities shall be in the form of Depositary Shares and the fractional amount of Preferred Shares represented by each Depositary Share, the names of the Underwriters participating in such offering (subject to substitution as provided in Section 9 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the name of each Underwriter acting as Representative, in connection with such offering, the price at which the Initial Underwritten Securities or the Warrants are to be purchased by the Underwriters from the Company, the initial public offering price, the time and place of delivery and payment, any delayed delivery arrangements and any other terms of the Initial Underwritten Securities pursuant to which they are being issued (including, but not limited to, designations, conversion provisions, redemption provisions and sinking fund requirements). In addition, the applicable Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters an option to purchase additional Underwritten Securities subject to such option (the “Option Underwritten Securities”; together with the Initial Underwritten Securities, the “Offered Securities”). As used herein, the “Underwritten Securities” shall include the Initial Underwritten Securities, the Warrants and all or any portion of the Option Underwritten Securities agreed to be purchased by the Underwriters. The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell any Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per share as is applicable to the Initial Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in such Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised by the Representative on behalf of the Underwriters in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities pursuant upon notice by the Representative to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a “Date of Delivery”) shall be determined by the Representative but shall not be later than seven full business days and not earlier than two full business days after the exercise of said option, unless otherwise agreed upon by the Representative and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Securities determined Initial Securities, subject to such adjustments as provided belowthe Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Payment of the purchase price for, and delivery of, any Initial Underwritten Securities to be purchased by the Underwriters are herein sometimes called shall be made at the "office of [Name of counsel for Underwriters' ], [such counsel’s address], or at such other place as shall be agreed upon by the Representative and the Company, at [10:00 A.M.], New York City time, on the fifth business day (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the applicable Terms Agreement or such other time as shall be agreed upon by the Representative and the Company (each such time and date being referred to as a “Closing Time”). In addition, in the event that the over-allotment option described in the immediately preceding paragraph is exercised, payment of the purchase price for, and delivery of certificates representing, the related Option Securities" , shall be made at the above-mentioned office of [Name of counsel for Underwriters], or at such other place as shall be agreed upon by the Representative and the Company on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by certified or official bank check or checks in [New York Clearing House] or similar next day funds payable to the order of the Company against delivery to the Representative for the respective accounts of the Underwriters of the Underwritten Securities to be purchased pursuant by them. Certificates for such Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." the applicable Closing Time or Date of Delivery, as the case may be. Such certificates or receipts will be made available for examination and packaging by the Representative on or before the first business day prior to Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"), ”) substantially in the form of Schedule III Exhibit A hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the RepresentativesRepresentative at Closing Time, for the account accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at Closing Time as is specified in such Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types set forth in the applicable Prospectus Supplement. At Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretoexcess of that specified in such Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount If applicable, the Representative shall submit to the Company, at least three business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise the Representative, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the respective Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion Representative to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to (a) On the terms and subject to the conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company each Seller hereby agrees to sell to each Underwriter the Company, and each Underwriter agrees, severally and not jointly, the Company hereby agrees to purchase from the Companyeach Seller, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may Notes specified on Annex I (collectively, the “Purchased Notes”), at a purchase price equal to the sum of (i) the purchase price specified on Annex I (such aggregate amount, the “Purchase Price”), plus (ii) unpaid and accrued interest on the Purchased Notes from the immediately preceding Interest Payment Date (as defined in the 2018 Notes Indenture and the 2022 Notes Indenture, as applicable) to, but not exceed including, the maximum aggregate principal amount set forth Closing Date, payable in Schedule I heretoaccordance with the terms of the 2018 Notes Indenture and the 2022 Notes Indenture, as applicable. The Underwriters will not have any responsibility in respect obligations of the validity or performance Sellers under this Agreement are several (and not joint), and no Seller shall be responsible for any other Seller’s failure to perform its obligations hereunder. (b) For the convenience of Delayed Delivery Contractsthe Parties, each of the Company and the Sellers agree that the funding of the Affiliate Lender’s Loans shall be deemed to occur on the Closing Date and the deemed delivery of the proceeds of the Affiliate Lender’s Loans under the Term Loan Agreement to the Sellers shall satisfy the Company’s obligation to pay the Purchase Price hereunder. Further, the accrued but unpaid interest on the Purchased Notes from the immediately preceding Interest Payment Date to, but not including, the Closing Date (as defined below) shall be paid by the Trustee at the direction of the Company on the Closing Date in cash by wire transfer of immediately available funds to the respective accounts of the Sellers referenced on Annex II (the “Accrued Interest”). Finally, the Company, as the issuer of the Notes, shall direct the Trustee to cancel the Purchased Notes concurrently with the Closing, in accordance with the terms of the 2018 Notes Indenture and the 2022 Notes Indenture, as applicable. The principal amount Parties acknowledge and agree that (i) the deemed making by the Affiliate Lender of Securities to be purchased its Loans under the Term Loan Agreement, (ii) the deemed delivery by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion Affiliate Lender of the proceeds of its Loans under the Term Loan Agreement to the total principal amount Sellers in accordance with the first sentence of Contract Securities as this Section 1(b) hereof, (iii) the principal amount of Securities set forth opposite sale by the name of such Underwriter bears Sellers to the aggregate principal amount set forth in Schedule II heretoCompany of the Purchased Notes, except to (iv) the extent that you determine that such reduction shall be otherwise than in such proportion and so advise purchase by the Company from the Sellers of the Purchased Notes and (v) the cancellation by the Trustee of the Purchased Notes in writing; providedaccordance with the third sentence of this Section 1(b) will, howeverin each case, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesoccur concurrently.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, II to the applicable Pricing Agreement the principal amount or number of shares of the Securities set forth opposite such Underwriter's ’s name in Schedule II heretoI to the applicable Pricing Agreement, except that, if Schedule I hereto II to the applicable Pricing Agreement provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto I to the applicable Pricing Agreement less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ” If so provided in Schedule I heretoII to the applicable Pricing Agreement, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III Annex II hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the RepresentativesUnderwriters, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto II to the applicable Pricing Agreement of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsinstitutions that are not prohibited from purchasing the Securities. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto II to the applicable Pricing Agreement and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretoII to the applicable Pricing Agreement. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto I to the applicable Pricing Agreement shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoI to the applicable Pricing Agreement, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto I to the applicable Pricing Agreement less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the [1: principal amount of the Securities Securities] [2: number of Units] set forth opposite such Underwriter's name in Schedule II hereto, hereto except that, if Schedule I hereto provides for the sale of Securities [1: Securities] [2: Units] pursuant to delayed delivery arrangements, the respective [1: principal amounts of Securities Securities] [2: numbers of Units] to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities [1: Securities] [2: Units] to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities [1: Securities] [2: Units] to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities [1: Securities] [2: Units] from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the [1: principal amount of the Securities Securities] [2: number of Units] for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum [1: principal amount amount] [2: number] set forth in Schedule I hereto and the [1: aggregate principal amount amount] [2: number] of Contract Securities may not exceed the maximum aggregate [1: principal amount amount] [2: number] set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The [1: principal amount of Securities Securities] [2: number of Units] to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total [1: principal amount amount] [2: number] of Contract Securities as the [1: principal amount of Securities Securities] [2: number of Units] set forth opposite the name of such Underwriter bears to the aggregate [1: principal amount amount] [2: number] set forth in Schedule II hereto, except to the extent that you as Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total [1: principal amount of Securities Securities] [2: number of Units] to be purchased by all Underwriters shall be the aggregate [1: principal amount amount] [2: number] set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' ’ Securities" ” and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ” If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III IV hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage fee set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial Shares shall be set forth in a separate written instrument (the "Pricing Agreement”) signed by the Representatives and the Company, the form of which is attached hereto as Schedule V. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per share to be paid by the several Underwriters for the Initial Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement among the Representatives and the Company. (c) In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the "Date of Delivery”) shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date (as defined below). If the option is exercised as to all or any portion of the Option Shares, the Option Shares as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial Shares underwriting obligations as set forth on Schedule II.

Purchase and Sale. On the Closing Date, MCC shall cause LabelCorp Holdings to acquire from DLJ and DLJ shall transfer to LabelCorp Holdings the Chilean JV Interests in exchange for the right to receive the DLJ Closing Consideration on the Maturity Date. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthof this Agreement, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount transfer of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters Chilean JV Interests contemplated hereby shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, take place on the Closing Date, promptly after the percentage set forth in Schedule I hereto Effective Time (the “Chilean JV Closing”) at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ PLL. The Chilean JV Closing shall be deemed to have been consummated immediately subsequent to the Effective Time on the Closing Date. (b) At the Chilean JV Closing, DLJ shall deliver or cause to be delivered to LabelCorp Holdings, (i) the certificate(s) representing all of the principal Chilean JV Interests, duly endorsed in blank or accompanied by blank stock powers in proper form for transfer, and (ii) the certificates and other documents required to be delivered pursuant to Section 7.3, in each case in form and substance reasonably satisfactory to MCC. (c) At the Closing, MCC shall, and shall cause LabelCorp Holdings to, deliver to DLJ the certificates and other documents required to be delivered pursuant to Section 7.2, in each case in form and substance reasonably satisfactory to DLJ. (d) On April 2, 2012 (the “Maturity Date”), MCC shall cause LabelCorp Holdings to (A) pay, by wire transfer of immediately available funds to an account designated by DLJ, an amount equal to (i) the DLJ Closing Consideration, minus (ii) the DLJ Indemnity Escrow Deposit and (iii) if the Determination Date has not occurred on or prior to the Maturity Date, minus the DLJ Adjustment Escrow Deposit, and (B) deposit with the Escrow Agent pursuant to the terms of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are Escrow Agreement, on behalf of DLJ, (x) the DLJ Indemnity Escrow Deposit and (y) if the Determination Date has not occurred on or prior to be with institutional investors including commercial and savings banksthe Maturity Date, insurance companiesthe DLJ Adjustment Escrow Deposit. (e) If the Determination Date has occurred on or prior to the Maturity Date, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto DLJ Closing Consideration shall be reduced by an amount which shall bear the same proportion adjusted as provided in Section 3.2 hereof. On and prior to the total principal amount of Contract Securities as Maturity Date, the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction DLJ Indemnity Escrow Deposit shall be otherwise than adjusted as provided in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesEscrow Agreement.

Purchase and Sale. Subject The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be evidenced by the Terms Agreement. The Terms Agreement specifies the principal amount or number of Underwritten Securities, the names of the Underwriters participating in the offering (subject to substitution as provided in Section 9 hereof) and the principal amount or number of Underwritten Securities which each Underwriter severally has agreed to purchase, the purchase price to be paid by the Underwriters for the Underwritten Securities, the initial public offering price, if any, of the Underwritten Securities, any delayed delivery arrangements and any terms of the Underwritten Securities not already specified in the Securities Agreement pursuant to which they are being issued (including, but not limited to, designations, denominations, current ratings, interest or dividend rates or formulas and payment dates, exercise prices, maturity dates, redemption provisions and sinking fund requirements). In addition, each Terms Agreement relating to any Preferred Stock shall specify whether the Company has agreed to grant to the Underwriters, an option to purchase additional Preferred Stock subject to such option (the "Option Securities"). As used herein, the term "Underwritten Securities" shall include all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the Terms Agreement relating to sell any Preferred Stock, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per share as is applicable to the Preferred Stock. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the Terms Agreement after the Representation Date relating to the Preferred Stock, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Preferred Stock upon notice by the Representatives to the Company setting forth the number of Option Securities pursuant as to delayed which the several Underwriters are then exercising the option and the time and date of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days and not earlier than two full business days after the exercise of said option, unless otherwise agreed upon by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of shares of Preferred Stock each such Underwriter has agreed to purchase as set forth in Schedule II hereto less the respective amounts related Terms Agreement bears to the total number of Contract Securities determined shares of Preferred Stock, subject to such adjustments as provided belowthe Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. Payment of the purchase price for, and delivery of, any Underwritten Securities to be purchased by the Underwriters shall be made at 10:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the Terms Agreement or such other time as shall be agreed upon by the Representatives and the Company (each such time and date being referred to as a "Closing Time"); provided, however, that in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the office of Foley & Lardner, 777 East Wisconsin ▇▇▇▇ue, ▇▇▇▇▇▇ke▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇e agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Delivery of the Underwritten Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities shall be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit A hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the RepresentativesRepresentatives at Closing Time, for the account accounts of the Underwriters, on the Closing Date, fee specified in the percentage set forth in Schedule I hereto Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at Closing Time. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsof the types set forth in the Prospectus Supplement. The At Closing Time the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth or number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto and the applicable Terms Agreement) with all purchasers proposed by the Underwriters previously approved by the Company as provided below, but not for an aggregate principal amount or number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The Representatives shall submit to the Company, at least three business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount or number of Securities Underwritten Securities, as the case may be, to be purchased by each of them, and the Company will advise the Representatives, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount or number of Underwritten Securities, as the case may be, to be covered by each such Delayed Delivery Contract. The principal amount or number of Underwritten Securities, as the case may be, agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the principal amount or number of Underwritten Securities, as the case may be, covered by Delayed Delivery Contracts as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion Representatives to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount or number of Securities Underwritten Securities, as the case may be, to be purchased by all Underwriters shall be the aggregate total amount or number of Underwritten Securities, as the case may be, covered by the applicable Terms Agreement, less the principal amount set forth in Schedule II hereto less or number of Underwritten Securities, as the aggregate principal amount of Contract Securitiescase may be, covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject (a) Sales of the Certificates may be made from time to time to the terms Underwriters of the Certificates. The obligation of each Trust to issue and conditions and in reliance upon sell any of the representations and warranties herein set forthCertificates, the obligation of the Company agrees and the Guarantor to sell guarantee any of the Certificates and the obligation of any Underwriter to purchase any of the Certificates shall be evidenced by the Terms Agreement with respect to the Certificates specified therein. The Terms Agreement shall specify the material terms of the offered Certificates. The Terms Agreement specifies any details of the terms of the offering of Certificates that should be reflected in a post-effective amendment to the Registration Statement, any Preliminary Final Prospectus or the Final Prospectus (each Underwriter and each Underwriter agrees, severally as hereafter defined). The obligations of the Underwriters under the Terms Agreement shall be several and not jointlyjoint. (b) If so authorized in the Terms Agreement, to purchase the Underwriters may solicit offers from investors of the Company, at the purchase price types set forth in Schedule I hereto, the principal amount of Prospectus to purchase Certificates from the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities relevant Trust pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters contracts (“Delayed Delivery Contracts”). Such contracts shall be substantially in the form of Exhibit A hereto but with such changes therein as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided belowsuch Trust may approve. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Certificates to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "“Contract SecuritiesCertificates." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which ” When Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksauthorized in the Terms Agreement, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company the relevant Trust will enter into a Delayed Delivery Contracts Contract in all cases each case where sales a sale of Contract Securities Certificates arranged by through the Underwriters have Representatives has been approved by the Company such Trust but, except as the Company such Trust may otherwise agree, each such Delayed Delivery Contract Contracts must be for not less than at least the minimum principal amount of Contract Certificates set forth in the Terms Agreement, and the aggregate amount of Contract Certificates may not exceed the amount set forth in Schedule I hereto and the aggregate principal amount Terms Agreement. The relevant Trust will advise you not later than 10:00 a.m., New York City time, on the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretoCertificates which have been so approved. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The . (c) If the Delayed Delivery Contracts are executed, valid and fully performed, the Certificates delivered pursuant to them shall be deducted from the Certificates to be purchased by the Underwriters and the aggregate principal amount of Securities Certificates to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same pro rata in proportion to the total principal amount of Contract Securities as the principal amount of Securities Certificates set forth opposite each Underwriter’s name in the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoTerms Agreement, except to the extent that you the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company Offerors in writing; provided, however, that the total principal amount of Securities Certificates to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto the Terms Agreement, less the aggregate principal amount of Contract SecuritiesCertificates.

Purchase and Sale. (i) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Selling Stockholder agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanySelling Stockholder, at the purchase price set forth in Schedule I hereto, the principal amount number of the Underwritten Securities set forth opposite such Underwriter's ’s name in Schedule II III hereto, except that, if Schedule I hereto provides for . (ii) Subject to the sale of the Securities pursuant by the Selling Stockholder to delayed delivery arrangementsthe Underwriters in compliance with the terms of this Agreement, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by Selling Stockholder has directed the Underwriters are herein sometimes called the "Underwriters' Securities" to, and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized hereby agree to, sell to solicit offers the Company, and the Company hereby agrees to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, number of Repurchase Shares specified herein at the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are price per share to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto, as described in the General Disclosure Package and the Prospectus. The Underwriters will not have any responsibility in respect amount of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Repurchase Shares to be purchased sold by each Underwriter as set forth in Schedule II hereto to the Company shall be reduced by an amount which shall bear based on the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II I hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that which represents the total principal amount of Securities to be purchased by all the Underwriters pursuant to this Agreement. The allocation decisions with respect to such Repurchase Shares have been made independently by the Selling Stockholder and the Underwriters have had no involvement in or influence on, directly or indirectly, the Selling Stockholder’s allocation decisions with respect to such Repurchase Shares. The respective selling obligations of the Underwriters with respect to the Securities shall be rounded among the aggregate principal amount Underwriters to avoid fractional shares, as the Representatives may determine. Upon completion of the Share Repurchase, the Company shall retire the Repurchase Shares and the Repurchase Shares will no longer be outstanding. (iii) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth forth, the Selling Stockholder named in Schedule II hereto hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Securities set forth in and Schedule II hereto at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities, less an amount per share equal to any dividends or distributions declared by the aggregate principal amount Company and payable on the Underwritten Securities but not payable on the Option Securities. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of Contract the Prospectus upon written or telegraphic notice by the Representatives to the Company and the Selling Stockholder setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. In the event that the Underwriters exercise less than their full option to purchase Option Securities, the number of Option Securities to be sold by the Selling Stockholder listed on Schedule II shall be, as nearly as practicable, in the same proportion as the maximum number of Option Securities to be sold by the Selling Stockholder and the number of Option Securities to be sold. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares.

Purchase and Sale. Subject to (a) Upon the terms and subject to the conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Companyof this Agreement, at the Global Closing and the China Closing, Seller agrees to, and agrees to cause the Seller Affiliates to, sell, transfer, assign and deliver to Purchaser, and Purchaser agrees to (and, in the case of the China Transferred Assets, agrees to cause PRC Purchaser to) purchase, acquire and accept from Seller and the Seller Affiliates, all of Seller’s and the Seller Affiliates’ right, title and interest in, to and under the Global Transferred Assets (at the Global Closing) and the China Transferred Assets (at the China Closing) for (i) an aggregate purchase price of $700,000,000 (comprised of the amount set forth in Section 1.01(a) of the Seller Disclosure Schedule I heretoas attributable to the Global Transferred Assets and the China Transferred Intellectual Property (the “Global Purchase Price”) and the amount set forth in Section 1.01(a) of the Seller Disclosure Schedule as attributable to the China Transferred Assets, other than the China Transferred Intellectual Property (the “China Purchase Price” and, together with the Global Purchase Price, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto“Purchase Price”)), except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be payable as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities Section 2.02 and subject to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter adjustment as set forth in Schedule II hereto Section 2.03, and (ii) the assumption of the Global Assumed Liabilities (in the case of the Global Closing) and the China Assumed Liabilities (in the case of the China Closing). The purchase and sale of the Global Transferred Assets and the assumption of the Global Assumed Liabilities are collectively referred to in this Agreement as the “Global Acquisition”. The purchase and sale of the China Transferred Assets and the assumption of the China Assumed Liabilities are collectively referred to in this Agreement as the “China Acquisition”. (b) As soon as reasonably practicable following the date hereof, such as would not reasonably be expected to delay the expected Global Closing or China Closing hereunder, Purchaser will designate one or more affiliates of Purchaser and of PRC Purchaser that will each be deemed a “U.S. Purchaser” and a “PRC Purchaser”, respectively, hereunder. Each U.S. Purchaser and PRC Purchaser will be deemed included in the term “Purchaser” or “PRC Purchaser”, respectively, for all purposes hereunder (including for purposes of Article IV). Purchaser will cause each U.S. Purchaser and PRC Purchaser (i) to duly execute and deliver all documents, agreements, and instruments required to be executed and delivered by any entity as Purchaser under this Agreement and (ii) if requested by Seller or any Governmental Entity, to execute a joinder to this Agreement. Nothing in this Section 1.01(b) shall be reduced by an amount which shall bear deemed to relieve Purchaser from any of its obligations hereunder, and Purchaser hereby unconditionally guarantees the same proportion to the total principal amount timely payment and performance of Contract Securities as the principal amount all obligations of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion Purchaser and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesPRC Purchaser hereunder.

Purchase and Sale. Subject The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be evidenced by the Terms Agreement. The Terms Agreement shall specify the number of Underwritten Securities to be initially issued (the “Initial Underwritten Securities”), the names of the Underwriters participating in such offering (subject to substitution as provided in Section 10 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the names of the Underwriters acting as co-managers, if any, in connection with such offering, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the time and place of delivery and payment, any delayed delivery arrangements and any other terms of the Initial Underwritten Securities pursuant to which they are being issued (including, but not limited to, designations, redemption provisions and sinking fund requirements). In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters, an option to purchase additional Underwritten Securities subject to such option (the “Option Securities”). As used herein, the term “Underwritten Securities” shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the Terms Agreement relating to sell any Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters, named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per share as is applicable to the Initial Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by the Representative to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days and not earlier than two full business days after the exercise of said option, unless otherwise agreed upon by the Representative and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has agreed to purchase as set forth in Schedule II hereto less the respective amounts related Terms Agreement bears to the total number of Contract Securities determined Initial Underwritten Securities, subject to such adjustments as provided belowthe Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Payment of the purchase price for, and delivery of, the Initial Underwritten Securities to be purchased by the Underwriters shall be made at the office of S▇▇▇▇▇ ▇▇▇▇▇▇ LLP, 7▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representative and the Company, at 10;00 A.M., New York City time, on the fifth business day (unless postponed in accordance with the provisions of Section 10) following the date of the Terms Agreement or such other time as shall be agreed upon by the Representative and the Company (each such time and date being referred to as a “Closing Time”). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned office of S▇▇▇▇▇ ▇▇▇▇▇▇ LLP, or at such other place as shall be agreed upon by the Representative and the Company on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by certified or official bank check or check in New York Clearing House or similar next day funds payable to the order of the Company against delivery to the Representative for the respective accounts of the Underwriters of the Underwritten Securities to be purchased pursuant by them. Certificates for such Underwritten Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." the applicable Closing Time or Date of Delivery, as the case may be. Such certificates will be made available for examination and packaging by the Representative on or before the first business day prior to Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"), ”) substantially in the form of Schedule III Exhibit A hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the RepresentativesRepresentative at Closing Time, for the account accounts of the Underwriters, on the Closing Date, fee specified in the percentage set forth in Schedule I hereto Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at Closing Time. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types set forth in the Prospectus Supplement. At Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount Representative shall submit to the Company, at least three business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise the Representative, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion Representative to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject (a) The Originator hereby irrevocably sells, sets over, assigns, transfers and conveys to the terms Buyer and its successors and assigns, and the Buyer hereby accepts, purchases and receives, without recourse, except as specifically set forth herein, all of the Originator's right, title, and interest in and to the Purchased Assets, whether such Purchased Assets are now owned or hereafter created or acquired by the Originator, along with all monies, instruments, securities, documents and other property from time to time on deposit in or credited to the Lockbox Accounts relating to the Purchased Assets. (b) The consideration to the Originator for the Initial Purchase shall be the execution and delivery by the Buyer of the Receivables Purchase Agreement on the date hereof and the making by the Buyer thereunder of the "Initial Purchase" (as defined thereunder). The Initial Purchase hereunder shall be made subject to the satisfaction of the conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from specified in Section 4.2. (c) The "Purchase Price" for the Company, at Purchased Assets which came into existence on or prior to the purchase price set forth in Schedule I hereto, Closing Date and which are conveyed to the principal Buyer under this Agreement shall be payable on the Closing Date and shall be an amount equal to 100% of the Securities set forth opposite aggregate Outstanding Balance of the Receivables so conveyed, adjusted to reflect such Underwriter's name factors as the Originator and the Buyer mutually agree will result in Schedule II hereto, except that, if Schedule I hereto provides a Purchase Price determined to approximate the fair market value of such Purchased Assets. Such computation of the initial Purchase Price shall assume no reinvestment in new Purchased Assets. The "Purchase Price" for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities Purchased Assets to be purchased by Underwriters conveyed to the Buyer under this Agreement that come into existence after the Closing Date shall be as set forth payable on the Purchase Date in Schedule II hereto less an amount equal to 100% of the respective amounts aggregate Outstanding Balance of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called Receivables so conveyed (the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery ContractsNew Purchased Assets"), substantially adjusted to reflect such factors as the Originator and the Buyer mutually agree will result in a Purchase Price determined to approximate the fair market value of such New Purchased Assets. (d) The Purchase Price to be paid by the Buyer on the Closing Date and on each subsequent Purchase Date shall be paid (i) in cash, (ii) with the consent of the Originator and the Buyer, by means of capital contributed by the Originator to the Buyer in the form of Schedule III a contribution to the capital of the Buyer of the Purchased Assets, and/or (iii) if consented to by the Originator, in its sole discretion, by means of a loan by the Originator to the Buyer (each a "Subordinated Loan" and collectively, the "Subordinated Loans") evidenced by the subordinated note (the "Subordinated Note") in substantially the form attached hereto but with such changes therein as Exhibit G. The Originator shall be under no obligation to make any Subordinated Loans to the Buyer. The Subordinated Loans shall be made on a revolving basis from time to time during the term of this Agreement as the Company Buyer may authorize or approvefrom time to time request and the Originator shall agree for the sole purpose of purchasing Receivables from the Originator. Interest on and principal of the Subordinated Note shall be payable in the amounts and at the times specified in the Subordinated Note. The Underwriters will endeavor to make such arrangements and, as compensation therefor, Originator shall maintain records of the Company will pay date and amounts of each Subordinated Loan and payments thereon on the payment grid attached to the Representatives, for the account Subordinated Note. (e) The sale of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged Purchased Assets by the Underwriters have been approved by the Company but, Originator hereunder shall be made without recourse except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesspecifically provided herein.

Purchase and Sale. [Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to sell the Offered Certificates to each the Underwriter, and the Underwriter and each Underwriter agreesagrees to purchase, severally and not jointly, to purchase from the Company, the Offered Certificates in the respective principal amounts of the Classes of Offered Certificates set forth in Schedule I hereto at the respective purchase prices set forth therein (plus accrued interest, if applicable); provided, however , that the purchase prices set forth in Schedule I hereto may be replaced with updated purchase prices specified in a purchase price adjustment letter to be delivered by the Underwriter to the Depositor at or prior to the Closing Date.] (a) The Company hereby appoints the Underwriter as its agent from the date of this Agreement to the Closing Date to complete the offering of the minimum amount of each class of Offered Certificates as set forth in Schedule I. The Underwriter, on the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, accepts such appointment and agrees to use its best efforts to find purchasers for the Offered Certificates on the terms contemplated by this Agreement. “Best efforts” as used in this Agreement in connection with the Underwriter shall mean that effort which would be employed by a reasonably diligent broker-dealer in the position of the Underwriter. The price at which the Underwriter shall sell the Offered Certificates, as agent for the Company, shall be as set forth in Schedule I hereto, and the principal amount Company shall pay the Underwriter a commission of [ ] percent ([ ]%) of the Securities set forth opposite offering price for each Offered Certificate sold and other such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be other compensation as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage is set forth in Schedule I hereto of [(including any non-accountable expense allowance set forth in Schedule I hereto)]. Anything to the contrary herein notwithstanding, the underwriting compensation set forth in this Agreement and any non-accountable expense allowance provided for in Schedule I hereto shall not be payable to the Underwriter on any Certificates directly placed by the Company.] (b) The Company and the Underwriter agree that unless minimum stated principal amount for each class of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount Offered Certificates set forth in Schedule I hereto (collectively, the “Minimum Offering”) is subscribed for on or before the Closing Date, the agency between the Company and the aggregate principal Underwriter will terminate and the offering of the Offered Certificates will automatically terminate. In the event the Minimum Offering is not consummated by the Closing Date, the full proceeds that have been paid for the Offered Certificates shall be returned to the purchasers within ten (10) business days as described below.] (c) The Company and the Escrow Agent have entered into the Escrow Agreement and the Company has set up an escrow account with the Escrow Agent (the “Escrow Account”). During the period of that the Offered Certificates are offered, payment for Certificates shall be in clearing house funds, and the Underwriter [and the Selected Dealers] shall request that all checks and other orders in payment for the Certificates be made payable to the order of “[ ], Escrow Agent FBO Commerce Street Pantheon Mortgage Asset Securitizations LLC Agency-Security Pass-Through Certificates, Series [ ] Subscribers”. Such funds, checks and orders shall be transmitted by the Underwriter and the Selected Dealers to the Escrow Account in accordance with rule 15c2-4 of 1934 Act but in any event not later than noon of the next business day following receipt. [The Selected Dealers’ Agreements will provide that such Selected Dealer will (i) forward any funds, checks and orders to the Escrow Account in accordance with rule 15c2-4 of 1934 Act but in any event not later than noon of the next business date following receipt and (ii) forward copies of the subscription documents, checks, transmittal documents to the Escrow Agent and any related correspondence to the Underwriter at such time as the related transmittal to the Escrow Agent.] Funds may be wired to the Escrow Account via the Escrow Agent pursuant to the wire instructions transmitted to the purchasers. [The Underwriter agrees that it will only utilize the services of a Selected Dealer in states in which the Underwriter is not registered as a broker-dealer] [and will supervise each transaction in which a Selected Dealer participates so as to insure compliance with the respective Selected Dealers’ Agreements.] (d) The Underwriter will at the time of transmittal of a check to the Escrow Agent deliver a copy of each subscription agreement received by it to the executive offices of the Company, to the attention of the Company’s Chief Accounting Officer. In accordance with the requirements of Rules 15c2-4 and 10b-9 of the 1934 Act, in the event that the Minimum Offering amount is not met, the funds paid into the Escrow Account shall be returned to each individual subscriber within ten (10) business days by the Escrow Agent, and not returned to the Underwriter nor the Company for delivery to such subscribers. Any pro rata interest on the escrowed funds shall not be paid to the Underwriter, but shall be paid to the subscribers on a pro rata basis.] (e) Promptly after the Closing Date, the Underwriter shall supply the Company with all information required from the Underwriter as the Company may request to be supplied to the securities commissions of Contract Securities such states in which the Offered Certificates have been qualified for sale or such other regulatory or reporting agencies as may not exceed be required.] [(f) In offering the maximum aggregate principal amount Offered Certificates for sale, the Underwriter shall offer the Offered Certificates solely as an agent for the Company, and such offer shall be made upon the terms and subject to the conditions set forth in Schedule I heretothe Registration Statement and the Prospectus. The Underwriters will not have any responsibility in respect Underwriter shall commence making such offer as an agent for the Company upon the Effective Date.] (g) The Underwriter may invite FINRA registered Selected Dealers selected by it to offer and sell the Offered Certificates for the account of the validity or performance Company pursuant to a form of Delayed Delivery Contracts. The principal amount Selected Dealers Agreement, pursuant to which the Underwriter may allow such concession (out of Securities to be purchased by each Underwriter its underwriting commission) as it may determine, within the limits set forth in Schedule II hereto the Registration Statement and the Prospectus, and all such sales by Selected Dealers shall be reduced by an amount which as agents for the accounts of their customers. The Company shall bear the same proportion have no obligation with respect to the total principal amount payment or reimbursement of Contract Securities as any Selected Dealer. On each sale of any of the principal amount Offered Certificates by Selected Dealers, the Underwriter shall require the Selected Dealer offering any Offered Certificates to agree to offer the Offered Certificates on the terms and conditions of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount offering set forth in Schedule II hereto, except the Preliminary Prospectus and the Final Prospectus.] (h) Notwithstanding anything to the extent that you determine that such reduction shall be otherwise than contrary express or implied in such proportion this Agreement, and so advise for the avoidance of doubt, the Company in writing; providedreserves the right to reject any prospective subscriber, however, that the total principal amount regardless of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount any determination of Contract Securitiessuch prospective subscriber’s suitability.]

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Underwritten Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities (as hereinafter defined) determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Underwritten Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." In addition, subject to the terms and conditions herein set forth, the Company may grant, if so provided in Schedule I, an option to the Underwriters, severally and not jointly, to purchase up to the number or aggregate principal amount, as the case may be, of the Option Underwritten Securities set forth therein at a price per Option Underwritten Security equal to the price per Initial Underwritten Security, less an amount equal to any dividends or distributions declared by the Company and paid or payable on the Initial Underwritten Securities but not payable on the Option Underwritten Securities. Such option, if granted, will expire 30 days after the date of this Underwriting Agreement, and may be exercised in whole or in part from time to time only for the purpose of covering over- allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities upon notice by the Representatives to the Company setting forth the number or aggregate principal amount, as the case may be, of Option Underwritten Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Underwritten Securities. Any such time and date of payment and delivery shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date, unless otherwise agreed upon by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Underwritten Securities, each of the Underwriters, severally and not jointly, will purchase that amount which shall bear the same proportion to the total principal amount of Option Underwritten Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount of Securities set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount of Securities set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that that, subject to Section 9 hereof, the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount of Securities set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, II to the applicable Pricing Agreement the principal amount or number of shares of the Securities set forth opposite such Underwriter's name in Schedule II heretoI to the applicable Pricing Agreement, except that, if Schedule I hereto II to the applicable Pricing Agreement provides for the sale of Securities pursuant to delayed delivery arrangementsdelivery, the respective number of shares or the principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto I to the applicable Pricing Agreement less the respective amounts of Contract Securities (as hereinafter defined) determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I heretoII to the applicable Pricing Agreement, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule Annex III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase pur chase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective respec tive principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities (as defined) determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially 6 7 in the form of Schedule III hereto but with such changes therein as the Company may authorize or approveap prove. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, howeverhowev er, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiessecurities.

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II heretotherein at a price per Option Security equal to the price per Initial Underwritten Security, except thatless an amount equal to any dividends declared by the Company and paid or payable on the Initial Underwritten Securities but not on the Option Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided below. in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. (c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New York 10019, ▇▇ ▇▇ ▇▇▇▇ ot▇▇▇ place ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ny, at 9:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 P.M., New York City time, on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" and , shall be made at the above-mentioned offices of Sidley Austin Brown & Wood LLP, or at such other place as shall be agreed up▇▇ ▇▇ ▇▇▇ ▇▇d t▇▇ ▇ompany on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer or certified or official bank check or checks in Federal or similar same-day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, agrees severally and not jointly, jointly to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto hereto, and the aggregate principal amount number of Contract Securities may not exceed the maximum aggregate principal amount number set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which that shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, provided that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and companies, educational and charitable institutionsinstitutions and others. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II heretotherein at a price per Option Security equal to the price per Initial Underwritten Security, except thatless an amount equal to any dividends declared by the Company and paid or payable on the Initial Underwritten Securities but not on the Option Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided below. in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. (c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of Brown & Wood LLP, 58th Floor, One World Trade Center, New York, New York 10048-0557, or at such other place as shall be agreed upon by you and the Company, at 10:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 p.m., New York City time, on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned offices of Brown & Wood LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer or certified or official bank check or checks in Federal or similar same-day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be evidenced by the Terms Agreement. The Terms Agreement shall specify the number of Underwritten Securities to be initially issued (the “Initial Underwritten Securities”), the names of the Underwriters participating in such offering (subject to substitution as provided in Section 10 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the names of the Underwriters acting as co- managers, if any, in connection with such offering, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the time and place of delivery and payment, any delayed delivery arrangements and any other terms of the Initial Underwritten Securities pursuant to which they are being issued (including, but not limited to, designations, redemption provisions and sinking fund requirements). In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters, an option to purchase additional Underwritten Securities subject to such option (the “Option Securities”). As used herein, the term “Underwritten Securities” shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the Terms Agreement relating to sell any Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters, named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per share as is applicable to the Initial Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by the Representative to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days and not earlier than two full business days after the exercise of said option, unless otherwise agreed upon by the Representative and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has agreed to purchase as set forth in Schedule II hereto less the respective amounts related Terms Agreement bears to the total number of Contract Securities determined Initial Underwritten Securities, subject to such adjustments as provided belowthe Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Payment of the purchase price for, and delivery of, the Initial Underwritten Securities to be purchased by the Underwriters shall be made at the office of ▇▇▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other place as shall be agreed upon by the Representative and the Company, at 10;00 A.M., New York City time, on the fifth business day (unless postponed in accordance with the provisions of Section 10) following the date of the Terms Agreement or such other time as shall be agreed upon by the Representative and the Company (each such time and date being referred to as a “Closing Time”). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned office of ▇▇▇▇▇ & Wood, or at such other place as shall be agreed upon by the Representative and the Company on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by certified or official bank check or check in New York Clearing House or similar next day funds payable to the order of the Company against delivery to the Representative for the respective accounts of the Underwriters of the Underwritten Securities to be purchased pursuant by them. Certificates for such Underwritten Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." the applicable Closing Time or Date of Delivery, as the case may be. Such certificates will be made available for examination and packaging by the Representative on or before the first business day prior to Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"), ”) substantially in the form of Schedule III Exhibit A hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the RepresentativesRepresentative at Closing Time, for the account accounts of the Underwriters, on the Closing Date, fee specified in the percentage set forth in Schedule I hereto Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at Closing Time. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types set forth in the Prospectus Supplement. At Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount Representative shall submit to the Company, at least three business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise the Representative, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion Representative to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal <PAGE> 3 amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance ----------------- upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such ---------- Underwriter's name in Schedule II hereto, except that, if Schedule I hereto ----------- ---------- provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective ----------- amounts of Contract Securities (as hereinafter defined) determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to ------------------------ Delayed Delivery Contracts as hereinafter provided are herein called "Contract -------- Securities." ". ---------- If so provided in Schedule I hereto, the Underwriters are authorized to ---------- solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of -------------------------- Schedule III hereto but with such changes therein as the Company may authorize ------------ or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the RepresentativesRepresentative, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed ---------- Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of --------- Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility ---------- in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same ----------- proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount of Securities set forth in Schedule II hereto, ----------- except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that -------- ------- that, subject to Section 9 hereof, the total principal amount of Securities to --------- be purchased by all Underwriters shall be the aggregate principal amount of Securities set forth in Schedule II hereto less the aggregate principal amount ----------- of Contract Securities.

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II heretotherein at a price per Option Security equal to the price per Initial Underwritten Security, except thatless an amount equal to any dividends declared by the Company and paid or payable on the Initial Underwritten Securities but not on the Option Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided below. in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. (c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 9:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 P.M., New York City time, on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned offices of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer or certified or official bank check or checks in Federal or similar same-day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject (a) Sales of the Certificates may be made from time to time to the terms Underwriters of the Certificates. The obligation of each Trust to issue and conditions and in reliance upon sell any of the representations and warranties herein set forthCertificates, the obligation of the Company agrees and the Guarantor to sell guarantee any of the Certificates and the obligation of any Underwriter to purchase any of the Certificates shall be evidenced by the Terms Agreement with respect to the Certificates specified therein. The Terms Agreement shall specify the material terms of the offered Certificates. The Terms Agreement specifies any details of the terms of the offering of Certificates that should be reflected in a post-effective amendment to the Registration Statement, any Preliminary Final Prospectus or the Final Prospectus (each Underwriter and each Underwriter agrees, severally as hereafter defined). The obligations of the Underwriters under the Terms Agreement shall be several and not jointlyjoint. (b) If so authorized in the Terms Agreement, to purchase the Underwriters may solicit offers from investors of the Company, at the purchase price types set forth in Schedule I hereto, the principal amount of Prospectus to purchase Certificates from the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities relevant Trust pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters contracts ("DELAYED DELIVERY CONTRACTS"). Such contracts shall be substantially in the form of EXHIBIT A hereto but with such changes therein as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided belowsuch Trust may approve. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Certificates to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract SecuritiesCONTRACT CERTIFICATES." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which When Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksauthorized in the Terms Agreement, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company the relevant Trust will enter into a Delayed Delivery Contracts Contract in all cases each case where sales a sale of Contract Securities Certificates arranged by through the Underwriters have Representatives has been approved by the Company such Trust but, except as the Company such Trust may otherwise agree, each such Delayed Delivery Contract Contracts must be for not less than at least the minimum principal amount of Contract Certificates set forth in the Terms Agreement, and the aggregate amount of Contract Certificates may not exceed the amount set forth in Schedule I hereto and the aggregate principal amount Terms Agreement. The relevant Trust will advise you not later than 10:00 a.m., New York City time, on the third full business day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretoCertificates which have been so approved. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The . (c) If the Delayed Delivery Contracts are executed, valid and fully performed, the Certificates delivered pursuant to them shall be deducted from the Certificates to be purchased by the Underwriters and the aggregate principal amount of Securities Certificates to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same pro rata in proportion to the total principal amount of Contract Securities as the principal amount of Securities Certificates set forth opposite each Underwriter's name in the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoTerms Agreement, except to the extent that you the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company Offerors in writing; provided, however, that the total principal amount of Securities Certificates to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto the Terms Agreement, less the aggregate principal amount of Contract SecuritiesCertificates.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Trust agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyTrust, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Preferred Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Preferred Securities pursuant to delayed delivery arrangements, the respective principal amounts of Preferred Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities (as defined) determined as provided below. Preferred Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Preferred Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Preferred Securities from the Company Trust pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company Offerors may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Preferred Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company Offerors will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company Offerors but, except as the Company Offerors may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Preferred Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Preferred Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company Offerors in writing; provided, however, that the total principal amount of Preferred Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiessecurities.

Purchase and Sale. Subject to and upon the terms and conditions and set forth in reliance upon the representations and warranties herein set forththis Agreement, the Company hereby agrees to issue and sell to each Underwriter BSC, and each Underwriter agrees, severally and not jointly, BSC hereby agrees to purchase from the Company, at such number of Shares as may be determined as follows: (a) Upon the parties' execution of this Agreement, BSC shall purchase, for an aggregate purchase price of $500,000, such nearest whole number of Shares as shall be equal to the quotient obtained by dividing $500,000 by the Company Share Price, determined as of the date hereof (the "Initial Closing Shares"). (b) BSC shall purchase such number of additional Shares as shall be determined pursuant to Exhibit A attached hereto (each such purchase, an "Installment Purchase") within five days of the achievement, to BSC's reasonable satisfaction, of each of the applicable milestones (the "Milestones") set forth on Exhibit A in Schedule I hereto, accordance with the principal amount of the Securities provisions set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsthereon. The Company will enter into Delayed Delivery Contracts shall be required to give BSC prompt written notice of the achievement of each Milestone (each, a "Milestone Achievement Notice"). In the case of the Milestones relating to the First Installment Shares, the Second Installment Shares and the Third Installment Shares, BSC shall be entitled to request and receive such additional information relating to the achievement of any such Milestone, and to conduct such additional investigation as it shall reasonably request for purposes of determining whether such Milestone has been achieved. In the event that BSC disagrees that any Milestone has been achieved, BSC and the Company agree to discuss such disagreement in all cases where sales good faith. Upon the agreement of Contract Securities arranged by BSC and the Underwriters have Company that a Milestone has been approved achieved, the relevant Closing shall be jointly scheduled by the Company but, except as and BSC. BSC shall have no obligation to purchase any Shares pursuant to a Milestone unless such Milestone has been achieved in accordance with the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto provisions of Exhibit A and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesthis Section 2.1(b).

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III IV hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage purchase price set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities. (b) The initial public offering price and the purchase price of the Initial Shares shall be set forth in a separate written instrument (the "Pricing Agreement") signed by the Representatives and the Company, the form of which is attached hereto as Schedule V. From and after the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to include the Pricing Agreement. The purchase price per share to be paid by the several Underwriters for the Initial Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement among the Representatives and the Company. (c) [In addition, on the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ Option Shares at the same price per share determined as provided above for the Initial Shares. The option hereby granted will expire 30 days after the date of the Pricing Agreement, and may be exercised, in whole or in part (but not more than once), only for the purpose of covering over-allotments upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, and the time and date of payment and delivery thereof. Such time and date of Delivery (the "Date of Delivery") shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option and not in any event prior to the Closing Date (as defined below). If the option is exercised as to all or any portion of the Option Shares, the Option Shares as to which the option is exercised shall be purchased by the Underwriters severally and not jointly, in proportion to, as nearly as practicable, their respective Initial Shares underwriting obligations as set forth on Schedule II.]

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the [1: principal amount of the Securities Securities] [2: number of Units] set forth opposite such Underwriter's ’s name in Schedule II hereto, hereto except that, if Schedule I hereto provides for the sale of Securities [1: Securities] [2: Units] pursuant to delayed delivery arrangements, the respective [1: principal amounts of Securities Securities] [2: numbers of Units] to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities [1: Securities] [2: Units] to be purchased by the Underwriters are herein sometimes called the "“Underwriters' ’ Securities" ” and Securities [1: Securities] [2: Units] to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "“Contract Securities." ”. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities [1: Securities] [2: Units] from the Company pursuant to delayed delivery contracts ("“Delayed Delivery Contracts"”), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the [1: principal amount of the Securities Securities] [2: number of Units] for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum [1: principal amount amount] [2: number] set forth in Schedule I hereto and the [1: aggregate principal amount amount] [2: number] of Contract Securities may not exceed the maximum aggregate [1: principal amount amount] [2: number] set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The [1: principal amount of Securities Securities] [2: number of Units] to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total [1: principal amount amount] [2: number] of Contract Securities as the [1: principal amount of Securities Securities] [2: number of Units] set forth opposite the name of such Underwriter bears to the aggregate [1: principal amount amount] [2: number] set forth in Schedule II hereto, except to the extent that you as Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total [1: principal amount of Securities Securities] [2: number of Units] to be purchased by all Underwriters shall be the aggregate [1: principal amount amount] [2: number] set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company (a) Seller agrees to sell to each Underwriter Buyer, and each Underwriter agrees, severally and not jointly, Buyer agrees to purchase from the Company, at the purchase price set forth in Schedule I heretoSeller, the principal amount accounts of Seller's trust department listed in Exhibit A and incorporated herein by reference (individually and collectively, a "Trust Department Account" and the Securities set forth opposite such Underwriter's name "Trust Department Accounts") and certain assets of Seller listed in Schedule II heretoExhibit B related to the Trust Department Accounts of Seller (the "Account Related Assets"), except thatincluding but not limited to all rights and obligations of Seller under the contracts establishing the Trust Department Accounts listed on Exhibit G (the "Trust Department Agreements"), if Schedule I hereto provides for pursuant and subject to the sale terms of Securities pursuant this Agreement. The Trust Department Accounts and the Assets shall be collectively referred to delayed delivery arrangementsherein as the "Trust Department Accounts and Related Assets". Notwithstanding the foregoing, the respective principal amounts parties understand and agree that Buyer is purchasing the Trust Department Accounts and Related Assets only and is not assuming any direct or indirect liabilities of Securities Seller except as otherwise expressly provided herein. The "Trust Department Accounts and Related Assets" expressly shall not include any obligations of Seller, other than contract obligations arising under the Trust Department Agreements only after the date on which such Trust Department Accounts and Related Assets are effectively assigned to be purchased by Underwriters shall be Buyer on the dates as set forth in Schedule II hereto less Section 1.02 (c) below (each of which shall be a "Transfer Date"). Without limiting the respective amounts foregoing, in no event shall such contract obligations include any contract or other agreements with any third party that is not a party to a Trust Department Agreement assigned to Buyer pursuant to this Agreement (such as with Seller's data processors or investment advisors), whether or not such contract or agreement was entered into by Seller for the benefit of Contract Securities determined the Trust Department Accounts and Related Assets if Buyer would be personally or individually liable under such contract or agreement (except when such liability arises as provided belowa result of its breach of fiduciary duty with respect to a Trust Department Account). Securities Buyer shall assume all debts, liabilities, or obligations of Seller under the Trust Agreements, in each case arising on and after the Transfer Date. Seller will update Exhibits A and B to be purchased reflect any changes in the Trust Department Accounts occurring prior to the Transfer Date as a result of acquisitions and dispositions in the ordinary course of Seller's trust department business and as permitted by the Underwriters terms of this Agreement. (b) Exhibit C sets forth all required consents to the assignment to Buyer of irrevocable trusts which are Trust Department Agreements and all required appointments of Buyer as the successor to Seller (the "Appointments"). All other Trust Department Agreements require the consents of the Seller's customer in order for Seller to assign such Trust Department Agreements to Buyer. The consents required in order for Seller to assign all Trust Department Agreements to Buyer are herein sometimes called referred to as the "Underwriters' Securities" Consents". Seller will employ its best efforts in securing the Consents and Securities the Appointments. Buyer will purchase from Seller in accordance with the terms set forth herein only those Trust Department Accounts as to be purchased pursuant which all such required assignments or appointments have been obtained. (c) On each Transfer Date, Seller will transfer to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay Buyer records relating to the Representatives, for the account Trust Department Accounts and Related Assets assigned to Buyer on that date. Buyer shall not be obligated to acquire any Trust Department Accounts unless complete and accurate copies of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts records are made. Delayed Delivery Contracts available and are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion transferred to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of Buyer hereunder on such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesTransfer Date.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities (as defined below) determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to may only be made with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery < Page 3 Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The If so specified, the Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts Contracts, if any, are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery ContractsContract. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall shall, in each case, be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingwriting or by telephone; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, that if Schedule I hereto provides for the sale of the Securities pursuant to delayed delivery arrangements, the respective principal amounts of the Securities to be purchased by each of the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective principal amounts of Contract Securities (as hereinafter defined) determined as provided below. Securities to be purchased by the Underwriters are herein sometimes hereinafter called the "UnderwritersUNDERWRITERS' SecuritiesSECURITIES" and Securities to be purchased pursuant to Delayed Delivery Contracts are hereinafter provided are herein called "Contract SecuritiesCONTRACT SECURITIES." At the time of the purchase of the Underwriters' Securities, the Company will pay to the Representatives, for the respective accounts of the Underwriters, the aggregate underwriting commission in respect thereof set forth in Schedule I hereto by accepting from the Underwriters in payment for the Underwriters' Securities certified or official bank check or checks payable to the order of the Company in the funds set forth in Schedule I hereto in an amount equal to the aggregate initial price to public of the Underwriters' Securities set forth in Schedule I hereto, less such underwriting commission, unless the Representatives and the Company shall agree on another manner of payment. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase the Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery ContractsDELAYED DELIVERY CONTRACTS"), ) substantially in the form of Schedule III hereto hereto, but with such changes therein as the Company may authorize or approve. The If so provided, the Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account respective accounts of the Underwriters, on the Closing Date, by certified or official bank check payable in the percentage funds set forth in Schedule I hereto, the delayed delivery fee set forth in Schedule I hereto of the principal amount of with respect to the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be solicited from and made only with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been previously approved by the Company Company, but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of the Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The respective principal amount amounts of the Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total aggregate principal amount of the Contract Securities as the principal amount of the Securities so set forth opposite the name of such Underwriter bears to the aggregate principal amount of the Securities set forth in Schedule II hereto, except to the extent that you the Representatives shall determine that such reduction shall be otherwise than in such proportion and shall so advise the Company in writing; providedPROVIDED, howeverHOWEVER, that the total aggregate principal amount of the Securities to be purchased by all Underwriters pursuant to this Agreement shall be the aggregate principal amount of the Securities set forth in Schedule II hereto hereto, less the aggregate principal amount of the Contract Securities.

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II heretotherein at a price per Option Security equal to the price per Initial Underwritten Security, except thatless an amount equal to any dividends declared by the Company and paid or payable on the Initial Underwritten Securities but not on the Option Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided below. in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. (c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 9:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 P.M., New York City time, on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned offices of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer or certified or official bank check or checks in Federal or similar same-day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities or, if applicable, Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the [1: principal amount of the Securities Securities] [2: number of Units] set forth opposite such Underwriter's name in Schedule II hereto, hereto except that, if Schedule I hereto provides for the sale of Securities [1: Securities] [2: Units] pursuant to delayed delivery arrangements, the respective [1: principal amounts of Securities Securities] [2: numbers of Units] to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities [1: Securities] [2: Units] to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities [1: Securities] [2: Units] to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities [1: Securities] [2: Units] from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the [1: principal amount of the Securities Securities] [2: number of units] for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum [1: principal amount amount] [2: number] set forth in Schedule I hereto and the [1: aggregate principal amount amount] [2: number] of Contract Securities may not exceed the maximum aggregate [1: principal amount amount] [2: number] set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The [1: principal amount of Securities Securities] [2: number of Units] to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total [1: principal amount amount] [2: number] of Contract Securities as the [1: principal amount of Securities Securities] [2: number of Units] set forth opposite the name of such Underwriter bears to the aggregate [1: principal amount amount] [2: number] set forth in Schedule II hereto, except to the extent that you as Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total [1: principal amount of Securities Securities] [2: number of Units] to be purchased by all Underwriters shall be the aggregate [1: principal amount amount] [2: number] set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount or number of the shares or Units of Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, in the case of Debt Securities, if Schedule I hereto provides for the sale of such Debt Securities pursuant to delayed delivery arrangements, the respective principal amounts amount of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities"." (b) If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Debt Securities for which such Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and companies, educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where such sales of Contract Securities arranged by the Underwriters have been approved by the Company (it being understood that the Company may reasonably withhold such approval) but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount set forth in Schedule I hereto and the aggregate principle amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.