Common use of Purchase Contract and Pledge Agreement Clause in Contracts

Purchase Contract and Pledge Agreement. The Purchase Contract and Pledge Agreement has been duly authorized and, at the Closing Date, will have been duly executed and delivered by the Company, will conform to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus and will constitute a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to (i) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”); provided, however, that upon the occurrence of a Termination Event (as defined in the Purchase Contract and Pledge Agreement), Section 365(e)(1) of the United States Bankruptcy Code (11 U.S.C. Sections 101-1330, as amended) and Section 541 of the Bankruptcy Code should not substantively limit the provisions of the Purchase Contract and Pledge Agreement that require termination of the Purchase Contracts and release of the Collateral Agent’s security interest in the Notes (or the relevant beneficial ownership interest therein) or the Treasury Portfolio (as defined in the Purchase Contract and Pledge Agreement) or any Treasury securities comprising a part of a Treasury Unit.

Purchase Contract and Pledge Agreement. The Purchase Contract and Pledge Agreement has been duly authorized and, at on the Closing Date, will have been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by The Bank of New York Mellon Trust Company, will conform to the description thereof contained in the Registration StatementN.A., the Pricing Disclosure Package and the Prospectus and will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to except as enforcement thereof may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium or other and similar laws now or hereafter in effect relating to or affecting the creditors’ rights and remedies of creditors and generally including court decisions interpreting such laws, (ii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether enforcement is considered sought in a proceeding at law or in equity or at lawequity), (iii) the power of courts to award damages in lieu of equitable remedies, (iv) laws and public policy underlying such laws with respect to rights to indemnification and contribution and (v) constitutional bounds on laws that govern the discretion enforceability of the court before which any proceeding therefor may be brought choice of law provisions in agreements (collectively, the “Enforceability Exceptions”); provided, however, that upon the occurrence of a Termination Event (as defined in the Purchase Contract and Pledge Agreement), Section 365(e)(1) of the United States Bankruptcy Code (11 U.S.C. Sections 101-1330, as amended) and Section 541 of the Bankruptcy Code should not substantively limit the provisions of the Purchase Contract and Pledge Agreement that require termination of the Purchase Contracts and release of the Collateral Agent’s security interest in the Notes (or the relevant beneficial ownership interest therein) or the Treasury Portfolio (as defined in the Purchase Contract and Pledge Agreement) or any Treasury securities comprising a part of a Treasury Unit; and the Purchase Contract and Pledge Agreement will conform in all material respects to the respective statements relating thereto contained in the Disclosure Package and the Prospectus.

Purchase Contract and Pledge Agreement. The Purchase Contract and Pledge Agreement has been duly authorized and, at the Closing Date, will have been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the party thereto other than the Company, will conform to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus and will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its their terms, subject to except as enforcement thereof may be limited by (iA) the effect of bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium or other and similar laws now or hereafter in effect relating to or affecting the creditors’ rights and remedies of creditors and generally including court decisions interpreting such laws, (iiB) the effect of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether enforcement is considered sought in a proceeding at law or in equity or at lawequity), (C) the power of courts to award damages in lieu of equitable remedies, (D) laws and public policy underlying such laws with respect to rights to indemnification and contribution and (E) constitutional bounds on laws that govern the discretion enforceability of the court before which any proceeding therefor may be brought choice of law provisions in agreements (collectively, the “Enforceability Exceptions”); provided, however, that upon the occurrence of a Termination Event (as defined in the Purchase Contract and Pledge Agreement), Section Sections 365(e)(1) and 541 of the United States Bankruptcy Code (11 U.S.C. Sections 101-1330, as amended) and Section 541 of the Bankruptcy Code should not substantively limit the provisions of the Purchase Contract and Pledge Agreement that require termination of the Purchase Contracts and release of the Collateral Agent’s security interest in the Notes (or the relevant beneficial ownership interest therein) or the Treasury Portfolio (as defined in the Purchase Contract and Pledge Agreement) or any Treasury securities comprising a part of a Treasury Unit; and the Purchase Contract and Pledge Agreement will conform in all material respects to the respective statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus.

Purchase Contract and Pledge Agreement. The Purchase Contract and Pledge Agreement has been duly authorized and, at the Closing Date, will have been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the party thereto other than the Company, will conform to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus and will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its their terms, subject to except as enforcement thereof may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium or other and similar laws now or hereafter in effect relating to or affecting the creditors’ rights and remedies of creditors and generally including court decisions interpreting such laws, (ii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether enforcement is considered sought in a proceeding at law or in equity or at lawequity), (iii) the power of courts to award damages in lieu of equitable remedies, (iv) laws and public policy underlying such laws with respect to rights to indemnification and contribution and (v) constitutional bounds on laws that govern the discretion enforceability of the court before which any proceeding therefor may be brought choice of law provisions in agreements (collectively, the “Enforceability Exceptions”); provided, however, that upon the occurrence of a Termination Event (as defined in the Purchase Contract and Pledge Agreement), Section 365(e)(1) of the United States Bankruptcy Code (11 U.S.C. Sections 101-1330, as amended) and Section 541 of the Bankruptcy Code should not substantively limit the provisions of the Purchase Contract and Pledge Agreement that require termination of the Purchase Contracts and release of the Collateral Agent’s security interest in the Notes (or the relevant beneficial ownership interest therein) or the Treasury Portfolio (as defined in the Purchase Contract and Pledge Agreement) or any Treasury securities comprising a part of a Treasury Unit; and the Purchase Contract and Pledge Agreement will conform in all material respects to the respective statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus.