Common use of Purchases as Principal Clause in Contracts

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, and the Company and the Trust, on the other hand pursuant to this Distribution Agreement. A Dealer's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Purchases of Notes purchased from the Trust Company by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally, with written confirmation prepared by such Agent or Agents and mailed to the Trust, on the other hand pursuant to this Distribution AgreementCompany). A DealerAn Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable agreement of one or more Agents to purchase Notes from the Company as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from the Company in connection with such purchases to any broker such brokers or dealerdealers. At the time of each purchase of Notes from the Company by one or more Agents as principal, such Agent or Agents shall specify the requirements for the officers' certificate, opinion of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust Company as principal and one or more of such Dealers Agents shall fail at the relevant Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased from the a Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company and such Trust (which terms, unless otherwise agreed, shall, to the Trustextent applicable, on include those terms specified in the other hand pursuant Pricing Supplement and shall be agreed upon orally, with written confirmation to be in the form of the Terms Agreement). Unless the context otherwise requires, references herein to "this Distribution Agreement. A Dealer's commitment " shall include the applicable Terms Agreement of one or more Agents to purchase Notes from a Trust as principal principal. Each purchase of Notes by the Agents (other xxxx Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated, acting in its capacity as the Retail Agent), unless otherwise agreed, shall be deemed at a discount from the principal amount of each such Note equivalent to have been made on the basis applicable commission set forth in Schedule B hereto. Each purchase of Notes by Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated, acting in its capacity as the representations and warranties of the Company and the Trust herein contained and Retail Agent, unless otherwise agreed, shall be subject at a discount from the principal amount of each such Note equivalent to the terms and conditions herein applicable commission set forthforth in Schedule C hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from a Trust in connection with such purchases to any broker such brokers or dealerdealers. If this Distribution Agreement provides for a Trust and two or more Dealers Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased from the an Issuing Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(sAgent(s), on one hand, and the Company Global Funding and the such Issuing Trust, on the other hand pursuant to this Distribution hand, specified in the Terms Agreement. A DealerAn Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company Global Funding and the Issuing Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable Terms Agreement Each purchase of Notes by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as the Purchasing Agent, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in SCHEDULE 2 hereto. Any other purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in SCHEDULE 3 hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for Global Funding and an Issuing Trust, on one hand, and two or more Dealers Agents, on the other hand, enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Issuing Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted NotesDEFAULTED NOTES"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, Each sale of Securities to an Agent as principal shall be made in accordance with the terms contained herein and the terms agreed upon between such Dealer(s), on one hand, and (unless the Company and the TrustAgent shall otherwise agree) in a separate agreement which will provide for the sale of such Securities to, on and the other hand pursuant purchase and reoffering thereof by, the Agent. Each such separate agreement (which may be an oral agreement) between an Agent and the Company is herein referred to as a "Terms Agreement." Unless the context otherwise requires, each reference contained herein to "this Distribution Agreement" shall be deemed to include any applicable Terms Agreement between the Company and an Agent. Each such Terms Agreement, whether oral or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A Dealerhereto. An Agent's commitment to purchase Notes Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(sEach Terms Agreement shall specify (i) may engage the services principal amount of Securities to be purchased by such Agent pursuant thereto, (ii) the price to be paid to the Company for such Securities (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), (iii) the time and place of delivery of and payment for such Securities, (iv) any provisions relating to the rights of and any default by any broker or dealer acting together with such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the Securities) as may be mutually agreed upon. The Agents may utilize a selling or dealer group in connection with the resale of the Notes Securities purchased by them as principal and may allow all reallow to any broker or dealer any portion of the discount received or commission payable pursuant hereto. Such Terms Agreement shall also specify the requirements for the stand-off agreement, officer's certificate, opinions of counsel and comfort letter pursuant to Sections 3(l), 5(b), 5(c), 5(e) and 5(f) hereof. Securities to be purchased by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust an Agent as principal and one or more of such Dealers shall fail at are herein sometimes called the Settlement Date to purchase the Notes which it or they are obligated to purchase "Purchased Securities." Purchased Securities will be represented by a global certificate (the "Defaulted NotesBook-Entry Securities") registered in the name of the depositary (the "Depositary") specified in the Prospectus or by certificates issued in definitive form (the "Certificated Securities"). Delivery of Certificated Securities shall be made to the Agent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, then in either case, against payment by the nondefaulting Dealer(s) Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall have be registered in such names and in such denominations as the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but Agent may request not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory two full business days prior to the Dealer(s) applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the Agent in the city in which delivery and payment is to purchase occur, not later than 2 p.m., on the Defaulted Notes in such amounts as may be agreed upon and upon business day prior to the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:applicable Closing Date.

Purchases as Principal. Notes purchased from the a Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company and such Trust (which terms, unless otherwise agreed, shall, to the Trustextent applicable, on include those terms specified in the other hand pursuant applicable Pricing Supplement and shall be agreed upon orally, with written confirmation to be in the form of the applicable Terms Agreement). Unless the context otherwise requires, references herein to “this Distribution Agreement. A Dealer's commitment ” (or similar phrases) shall include the applicable Terms Agreement of one or more Agents to purchase Notes from a Trust as principal principal. Each purchase of Notes by the Agents under the Institutional Program, unless otherwise agreed in the applicable Terms Agreement, shall be deemed at a discount from the principal amount of each such Note equivalent to have been made on the basis applicable commission set forth in Schedule B hereto. Each purchase of Notes by the representations and warranties of Agents under the Company and Retail Programs, unless otherwise agreed in the Trust herein contained and applicable Terms Agreement, shall be subject at a discount from the principal amount of each such Note equivalent to the terms and conditions herein applicable commission set forthforth in Schedule C hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from a Trust in connection with such purchases to any broker such brokers or dealerdealers. If this Distribution Agreement provides for a Trust and two or more Dealers Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which that it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) non-defaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Purchases of Notes purchased of each Tranche from the Trust Issuer with respect to each Series of Notes by the Dealer(s)Initial Purchasers, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(sInitial Purchaser(s), on one hand, and the Company and the TrustIssuer, on the other hand pursuant to this Distribution in a Terms Agreement in, or substantially in, the form of Exhibit A hereto (each, a "Terms Agreement"). A DealerAn Initial Purchaser's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations representations, warranties and warranties covenants of the Company and the Trust Indenture Parties herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) Issuer's commitment to sell such Notes shall be deemed to have been made in reliance on the representations, warranties and covenants of the applicable Initial Purchasers and the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable agreement of one or more Initial Purchasers to purchase Notes from the Issuer. Each purchase of Notes, unless otherwise agreed, shall be at a price specified in the applicable Terms Agreement. Subject to applicable law, the Initial Purchasers may engage engage, at their own expense, the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount applicable Issuance Expenses received by them in connection with such purchases to any broker or dealer, provided that none of the Indenture Parties or the Company shall be responsible for any action or omission of any such broker or dealer. At the time of each purchase of Notes from the Issuer by one or more Initial Purchasers, the applicable Terms Agreement shall specify the requirements, if any, for the officers' certificate or certificates, opinion of counsel and comfort letter pursuant to Section 7 hereof. If this Distribution Agreement provides for the Company, the Indenture Parties and two or more Dealers Initial Purchasers enter into a Terms Agreement pursuant to which, among other things, such Initial Purchasers agree to purchase Notes from the Trust as principal Issuer and one or more of such Dealers Initial Purchasers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Unpurchased Notes"), then the nondefaulting Dealer(s) Initial Purchasers shall have the right, within 24 hours thereafter, to make arrangements for one or more of them or one or more other Dealers Initial Purchasers or underwriters to purchase all, but not less than all, of the Defaulted Unpurchased Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then then: if the Company and aggregate principal amount of Unpurchased Notes does not exceed 10% of the Trust shall have the right, within 24 hours after the expiration aggregate principal amount of Notes to be so purchased by all of such previous 24-hour periodInitial Purchasers on the Settlement Date, to procure another party or other parties reasonably satisfactory to the Dealer(s) nondefaulting Initial Purchasers shall be obligated, unless otherwise specified in the applicable Terms Agreement, severally and not jointly, to purchase the Defaulted full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Initial Purchasers; or if the aggregate principal amount of Unpurchased Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Initial Purchasers on the Settlement Date, such Terms Agreement shall terminate without liability for such failure to purchase on the part of any nondefaulting Initial Purchaser. No action taken pursuant to this paragraph shall relieve any defaulting Initial Purchaser from liability in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:respect of its default.

Purchases as Principal. Notes purchased from the an Issuing Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(sAgent(s), on one hand, and the Company Global Funding and the such Issuing Trust, on the other hand pursuant to this Distribution hand, specified in the Terms Agreement. A DealerAn Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company Global Funding and the Issuing Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable Terms Agreement Each purchase of Notes by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as the Purchasing Agent, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule 2 hereto. Any other purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule 3 hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for Global Funding and an Issuing Trust, on one hand, and two or more Dealers Agents, on the other hand, enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Issuing Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased from the Trust Company by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally, with written confirmation prepared by such Agent or Agents and delivered to the TrustCompany by facsimile, on the other courier service, hand pursuant to this Distribution Agreementdelivery or mail). A DealerAn Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable agreement of one or more Agents to purchase Notes from the Company as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from the Company in connection with such purchases to any broker such brokers or dealerdealers. At the time of each purchase of Notes from the Company by one or more Agents as principal, such Agent or Agents shall specify the requirements for the officers' certificate, opinion of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust Company as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased from the an Issuing Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(sAgent(s), on one hand, and the Company Global Funding and the such Issuing Trust, on the other hand pursuant to this Distribution hand, specified in the Terms Agreement. A Dealer's An Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company Global Funding and the Issuing Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable Terms Agreement Each purchase of Notes by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as the Purchasing Agent, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule 2 hereto. Any other purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule 3 hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for Global Funding and an Issuing Trust, on one hand, and two or more Dealers Agents, on the other hand, enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Issuing Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased from the a Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company and such Trust (which terms, unless otherwise agreed, shall, to the Trustextent applicable, on include those terms specified in the other hand pursuant Pricing Supplement and shall be agreed upon orally, with written confirmation to be in the form of the Terms Agreement). Unless the context otherwise requires, references herein to "this Distribution Agreement. A Dealer's commitment " shall include the applicable Terms Agreement of one or more Agents to purchase Notes from a Trust as principal principal. Each purchase of Notes by the Agents (other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting in its xxxxxxxx xx the Retail Agenx), xxlesx xxxerwise agreed, shall be deemed at a discount from the principal amount of each such Note equivalent to have been made on the basis applicable commission set forth in Schedule B hereto. Each purchase of Notes by Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting in its capaxxxx xx the representations and warranties of the Company and the Trust herein contained and Retail Agenx, xxxess xxxxrwise agreed, shall be subject at a discount from the principal amount of each such Note equivalent to the terms and conditions herein applicable commission set forthforth in Schedule C hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from a Trust in connection with such purchases to any broker such brokers or dealerdealers. If this Distribution Agreement provides for a Trust and two or more Dealers Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased from the a Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company and such Trust (which terms, unless otherwise agreed, shall, to the Trustextent applicable, on include those terms specified in the other hand pursuant applicable Pricing Supplement and shall be agreed upon orally, with written confirmation to be in the form of the applicable Terms Agreement). Unless the context otherwise requires, references herein to "this Distribution Agreement. A Dealer's commitment " (or similar phrases) shall include the applicable Terms Agreement of one or more Agents to purchase Notes from a Trust as principal principal. Each purchase of Notes by the Agents (other xxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, acting in its capacity as the Retail Agent), unless otherwise agreed in the applicable Terms Agreement, shall be deemed at a discount from the principal amount of each such Note equivalent to have been made on the basis applicable commission set forth in Schedule B hereto. Each purchase of Notes by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, acting in its capacity as the representations and warranties of Retail Agent, unless otherwise agreed in the Company and the Trust herein contained and applicable Terms Agreement, shall be subject at a discount from the principal amount of each such Note equivalent to the terms and conditions herein applicable commission set forthforth in Schedule C hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from a Trust in connection with such purchases to any broker such brokers or dealerdealers. If this Distribution Agreement provides for a Trust and two or more Dealers Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which that it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) non-defaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased from the Trust Operating Partnership by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company Operating Partnership (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally, with written confirmation prepared by such Agent or Agents and mailed to the Trust, on the other hand pursuant to this Distribution AgreementOperating Partnership). A Dealer's An Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust Operating Partnership herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable agreement of one or more Agents to purchase Notes from the Operating Partnership as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from the Operating Partnership in connection with such purchases to any broker such brokers or dealerdealers. At the time of each purchase of Notes from the Operating Partnership by one or more Agents as principal, such Agent or Agents shall specify the requirements for the officers’ certificate, opinion of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof. If this Distribution Agreement provides for the Operating Partnership and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust Operating Partnership as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased from the Trust Company by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally, with written confirmation prepared by such Agent or Agents and mailed to the Trust, on the other hand pursuant to this Distribution AgreementCompany). A DealerAn Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable agreement of one or more Agents to purchase Notes from the Company as principal. Each purchase of Notes by one or more Agents as principal, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from the Company in connection with such purchases to any broker such brokers or dealerdealers. At the time of each purchase of Notes from the Company by one or more Agents as principal, such Agent or Agents shall specify the requirements for the officers' certificate, opinion of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust Company as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes Securities purchased from the Trust Operating Partnership by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company Operating Partnership (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in EXHIBIT A hereto and be agreed upon orally, with written confirmation prepared by such Agent or Agents and mailed to the Trust, on the other hand pursuant to this Distribution AgreementOperating Partnership). A DealerAn Agent's commitment to purchase Notes Securities as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust Transaction Entities herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable agreement of one or more Agents to purchase Securities from the Operating Partnership as principal. Each purchase of Securities, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in SCHEDULE A hereto. The Dealer(s) Agents may engage the services of any other broker or dealer in connection with the resale of the Notes Securities purchased by them as principal and may allow all or any portion of the discount received by them from the Operating Partnership in connection with such purchases to any broker such brokers and dealers. At the time of each purchase of Securities from the Partnerships by one or dealermore Agents as principal, such Agent or Agents shall specify the requirements for the stand-off agreement, officers' certificate, opinions of counsel and comfort letter pursuant to Sections 4(k), 7(b), 7(c) and 7(d) hereof. If this Distribution Agreement provides for the Operating Partnership and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes Securities from the Trust Operating Partnership as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes Securities which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Unless otherwise agreed by an Agent and the Operating Partnership, Notes shall be purchased from the Trust by the Dealer(s), individually or in a syndicate, such Agent as principal principal. Such purchases shall be made in accordance with terms herein agreed upon by one or more Agents and the Operating Partnership (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and be agreed upon between orally, with written confirmation prepared by such Dealer(sAgent or Agents and mailed to the Operating Partnership), on one hand, and the Company and the Trust, on the other hand pursuant to this Distribution Agreement. A DealerAn Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust Operating Partnership herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the agreement of one or more Agents to purchase Notes from the Operating Partnership as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The Dealer(s) Agents may engage the services of any other broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases from the Operating Partnership to any broker such brokers and dealers. At the time of each purchase of Notes by one or dealermore Agents as principal, such Agent or Agents shall specify the requirements for the stand-off agreement, officers' certificate, opinions of counsel and comfort letter pursuant to Sections 4(k), 7(b), 7(c) and 7(d) hereof. If this Distribution Agreement provides for the Operating Partnership and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust Operating Partnership as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; providedPROVIDED, howeverHOWEVER, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Unless otherwise agreed to by an Agent and the Company, Notes purchased from the Trust Company by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally with written confirmation prepared by such Agent or Agents and mailed or sent by facsimile transmission to the Trust, on the other hand pursuant to this Distribution AgreementCompany). A DealerAn Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable agreement of one or more Agents to purchase Notes from the Company as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from the Company in connection with such purchases to any broker such brokers or dealerdealers. At the time of each purchase of Notes from the Company by one or more Agents as principal, such Agent or Agents shall specify the requirements for the officers' certificate, opinion of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust Company as principal principal, severally and not jointly as set forth in such agreement, and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which that it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased from the Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(sAgent(s), on one hand, and the Company and the Trust, on the other hand pursuant hand, (which terms, unless otherwise agreed, shall, to this Distribution Agreementthe extent applicable, include those terms specified in EXHIBIT A hereto and shall be agreed upon orally, with written confirmation prepared by such Agent(s) and mailed to the Trust). A DealerAn Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable agreement of one or more Agents to purchase Notes from the Trust as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in SCHEDULE 2 hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for the Trust, on one hand, and two or more Dealers Agents, on the other hand, enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted NotesDEFAULTED NOTES"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased from the an Issuing Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(sAgent(s), on one hand, and the Company Global Funding and the such Issuing Trust, on the other hand pursuant to this Distribution hand, specified in the Terms Agreement. A Dealer's An Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company Global Funding and the Issuing Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable Terms Agreement Each purchase of Notes by Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, as the Purchasing Agent, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule 2 hereto. Any other purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule 3 hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for Global Funding and an Issuing Trust, on one hand, and two or more Dealers Agents, on the other hand, enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Issuing Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, and the Company and the Trust, on the other hand pursuant to this Distribution Agreement. A Dealer's ’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, and the Company and the Trust, on the other hand pursuant to this the Distribution Agreement. A Dealer's ’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this the Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased from the a Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company and such Trust (which terms, unless otherwise agreed, shall, to the Trustextent applicable, on include those terms specified in the other hand pursuant applicable Pricing Supplement and shall be agreed upon orally, with written confirmation to be in the form of the applicable Terms Agreement). Unless the context otherwise requires, references herein to "this Distribution Agreement. A Dealer's commitment " (or similar phrases) shall include the applicable Terms Agreement of one or more Agents to purchase Notes from a Trust as principal principal. Each purchase of Notes by the Agents (other xxxx Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated, acting in its capacity as the Retail Agent), unless otherwise agreed in the applicable Terms Agreement, shall be deemed at a discount from the principal amount of each such Note equivalent to have been made on the basis applicable commission set forth in Schedule B hereto. Each purchase of Notes by Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated, acting in its capacity as the representations and warranties of Retail Agent, unless otherwise agreed in the Company and the Trust herein contained and applicable Terms Agreement, shall be subject at a discount from the principal amount of each such Note equivalent to the terms and conditions herein applicable commission set forthforth in Schedule C hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from a Trust in connection with such purchases to any broker such brokers or dealerdealers. If this Distribution Agreement provides for a Trust and two or more Dealers Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which that it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) non-defaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Each sale of Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, to you as principal shall be made in accordance with terms herein and the terms agreed upon between of this Agreement and a separate agreement which will provide for the sale of such Dealer(s), on one handNotes to, and the Company purchase and reoffering thereof by, you. Each such separate agreement (which may be oral or written, and which may be substantially in the form of Exhibit A hereto or which may take the form of an exchange of any standard form of written communication between you and the Trust, on the other hand pursuant Company) is herein referred to this Distribution as a "Terms Agreement". A Dealer's Your commitment to purchase Notes as principal principal, whether pursuant to a Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) Each agreement by you to purchase Notes as principal shall specify the principal amount of Notes to be purchased by you pursuant thereto, the price to be paid to the Company for such Notes, and such other terms, conditions and requirements as may engage be agreed upon between us. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the services independent public accountants of any broker the Company pursuant to Section 7 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by you. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. You may utilize a selling or dealer group in connection with the resale of the Notes purchased by them you as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealerprincipal. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust Company as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased from the Trust Company by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally, with written confirmation prepared by such Agent or Agents and provided to the Trust, on the other hand pursuant to this Distribution AgreementCompany). A Dealer's An Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable agreement of one or more Agents to purchase Notes from the Company as principal. Each purchase of Notes shall be at a discount from the principal amount of each such Note equivalent to a commission agreed upon at the time with the relevant Agents. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from the Company in connection with such purchases to any broker such brokers or dealerdealers. Prior to the time of each purchase of Notes from the Company by one or more Agents as principal, such Agent or Agents and the Company shall agree the requirements for the officers’ certificate, opinion of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust Company as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, Each sale of Securities to an Agent as principal shall be made in accordance with the terms contained herein and the terms agreed upon between such Dealer(s), on one hand, and (unless the Company and the TrustAgent shall otherwise agree) in a separate agreement which will provide for the sale of such Securities to, on and the other hand pursuant purchase and reoffering thereof by, the Agent. Each such separate agreement (which may be an oral agreement) between an Agent and the Company is herein referred to as a "Terms Agreement." Unless the context otherwise requires, each reference contained herein to "this Distribution Agreement" shall be deemed to include any applicable Terms Agreement between the Company and an Agent. Each such Terms Agreement, whether oral or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A Dealerhereto. An Agent's commitment to purchase Notes Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(sEach Terms Agreement shall specify (i) may engage the services principal amount of Securities to be purchased by such Agent pursuant thereto, (ii) the price to be paid to the Company for such Securities (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), (iii) the time and place of delivery of and payment for such Securities, (iv) any provisions relating to the rights of and any default by any broker or dealer acting together with such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the Securities) as may be mutually agreed upon. The Agents may utilize a selling or dealer group in connection with the resale of the Notes Securities purchased by them as principal and may allow all reallow to any broker or dealer any portion of the discount received or commission payable pursuant hereto. Such Terms Agreement shall also specify the requirements for the stand-off agreement, officer's certificate, opinions of counsel and comfort letter pursuant to Sections 3(l), 5(b), 5(c), 5(e) and 5(f) hereof. Securities to be purchased by them an Agent as principal are herein sometimes called the "Purchased Securities." Purchased Securities will be represented by a global certificate (the "Book-Entry Securities") registered in connection with the name of the depositary (the "Depositary") specified in the Prospectus or by certificates issued in definitive form (the "Certificated Securities"). Delivery of Certificated Securities shall be made to the Agent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, in either case, against payment by the Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in such purchases names and in such denominations as the Agent may request not less than two full business days prior to any broker or dealerthe applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the Agent in the city in which delivery and payment is to occur, not later than 2 p.m., on the business day prior to the applicable Closing Date. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes Securities from the Trust Company as principal and one or more of such Dealers Agents shall fail at on the Settlement Closing Date to purchase the Notes Securities which it or they are obligated to purchase (the "Defaulted NotesSecurities"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then:

Purchases as Principal. Notes purchased From time to time, any Agent may agree with the Issuer to purchase Securities from the Trust by the Dealer(s), individually or in a syndicate, Issuer as principal and (unless the Issuer and such Agent may otherwise agree) such purchase shall be made in accordance with the terms herein of a separate agreement (a "Purchase Agreement") to be entered into between such Agent and the terms agreed upon between Issuer in the form attached hereto as Exhibit C. A Purchase Agreement, to the extent set forth therein, may incorporate by reference specified provisions of this Agreement. If the Issuer and any Agent do not enter into a Purchase Agreement with respect to any purchase of Securities by such Dealer(sAgent as principal, the following provisions shall apply. For each purchase of Securities by any Agent as principal that is made orally and not pursuant to a Purchase Agreement or other written agreement (an "Oral Purchase Agreement"), on one hand, and the Company and Issuer agrees to pay such Agent a commission (or grant an equivalent discount) in accordance with the Trust, schedule set forth in Exhibit A hereto on the other hand pursuant to this Distribution Agreementrelated settlement date for such Securities, unless otherwise agreed to. A Dealer's commitment to purchase Notes as principal Any Oral Purchase Agreement shall be deemed to have been made incorporated by reference Sections 3(d), 4, 6, 7, 12 and 13 hereof, the first and last sentences of Section 9 hereof and, to the extent applicable, the Procedures, except that (i) the phrase "jointly with any other indemnifying party similarly notified" in Section 7(c) hereof and the last sentence of Section 7(d) hereof shall not be applicable to any Oral Purchase Agreement; and (ii) the term "this Agreement", as used in Section 7(d) hereof, shall be deemed to refer to such Oral Purchase Agreement (and not this Agreement) except that in the fifth sentence such term shall be deemed to refer to this Agreement. The obligation of such Agent to purchase Securities as principal pursuant to an Oral Purchase Agreement shall be subject to the accuracy on the basis related settlement date of the representations and warranties of the Company Issuer contained in Section 2 hereof (it being understood that such representations and warranties shall relate to the Registration Statement and the Trust herein Prospectus as amended and supplemented at such settlement date) and the performance and observance by the Issuer of all covenants and agreements contained in Sections 4 and 6 hereof. The obligation of such Agent to purchase Securities as principal pursuant to an Oral Purchase Agreement shall (unless the Issuer and such Agent otherwise agree) also be subject to the terms and following conditions herein set forth. The Dealer(s) may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, thenunless otherwise waived: