Common use of Conditions to the Obligations of the Agents Clause in Contracts

Conditions to the Obligations of the Agents. Each Agent’s obligations to solicit offers to purchase Notes as agent of the Company, any Agent’s obligation to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other Agent to purchase Notes from the Company will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Guarantor herein contained, to the accuracy of the statements of the officers of the Company and the Guarantor made in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Company and the Guarantor of all covenants and agreements herein contained on their part to be performed and observed (in the case of the Agents’ obligations to solicit offers to purchase Notes, at the time of such solicitation, and, in the case of any Purchaser’s obligation to purchase Notes, at the time the Company accepts the offer to purchase such Notes and at the time of purchase) and (in each case) to the following additional conditions precedent when and as specified: (a) On the corresponding Settlement Date: (i) The MTN Prospectus, any Preliminary Prospectus and the Final Prospectus (and any supplements thereto) have been filed in the manner and within the time period required by Rule 424(b), and any other material required to be filed by the Company pursuant to Rule 433(d) shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (ii) There shall not have occurred any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company, the Guarantor and their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to above, is, in the sole judgment of the Lead Agent after consultation with the Company, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Notes as contemplated by the Disclosure Package and Final Prospectus (exclusive of any supplement thereto), except, in the case of any purchase of Notes by any Agent as principal, as disclosed to such Agent in writing by the Company and the Guarantor before the Company accepted the offer to purchase such Notes. (iii) There shall not have occurred any (x) suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of the Guarantor’s common stock by the Commission or the New York Stock Exchange, (y) declaration of a general moratorium on commercial banking activities by either federal or New York state authorities or exchange controls shall have been imposed by the United States or (z) any outbreak or escalation of hostilities, any declaration by the United States of war or national emergency or act of terrorism or other calamity or crisis the effect of which on financial markets is such to as to make it, in the Lead Agent’s sole judgment, after consultation with the Company, impracticable or inadvisable to proceed with the offering of the Notes as contemplated by the Disclosure Package and Final Prospectus, as amended or supplemented, except, in the case of any purchase of Notes by any Agent as principal, for any such event occurring before the Company accepted the offer to purchase such Notes. (iv) There shall not have been any decrease in the rating of any of the Company’s or the Guarantor’s senior debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, except, for any such decrease or notice that is publicly disclosed, or the possibility of which is publicly disclosed, either by the Company, the Guarantor or the applicable rating organization before the Company accepted the offer to purchase such Notes. (b) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date: (i) Each of the Company and the Guarantor shall have furnished to the Agents such customary opinion or opinions of the Assistant General Counsel—Capital Markets of the Guarantor and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Lead Agent) on the Commencement Date as the Agents may reasonably require, and, on the Settlement Date will furnish such customary opinion or opinions of the Assistant General Counsel—Capital Markets of the Guarantor and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Agents) as the Agents may reasonably require and, if called for by a Terms Agreement, such customary opinion or opinions of other counsel, dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (ii) Each Agent shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents (or other counsel reasonably acceptable to such Agent, the Company and the Guarantor), such customary opinion or opinions dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (iii) Each of the Company and the Guarantor shall have furnished to the Agents a certificate, signed by (A) on behalf of the Company—the Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President or the Treasurer, and by an Assistant Treasurer, the Secretary or an Assistant Secretary and (B) on behalf of the Guarantor—the Chairman, a Vice Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President, the Treasurer or a Deputy Treasurer and by an Assistant Treasurer, the Secretary or an Assistant Secretary (or another officer or officers acceptable to the Lead Agent), dated the Commencement Date or the Settlement Date, as the case may be, to the effect that each signatory of such certificate has carefully examined the Registration Statement, as amended as of the date of such certificate, the MTN Prospectus, as amended and supplemented as of the date of such certificate, the Disclosure Package (if applicable) and this Agreement and that: the representations and warranties of the Company and the Guarantor, as applicable, in this Agreement are true and correct on and as of the date of such certificate with the same effect as if made on the date of such certificate and the Company or the Guarantor, as applicable, has complied in all material respects with all the respective agreements and satisfied all the conditions on their part to be performed or satisfied as a condition to the obligations of the Agents under this Agreement; no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to its knowledge, has been threatened or communicated by the Commission to, in the case of the Guarantor’s certificate, the Company or the Guarantor as being contemplated by it under the Securities Act; and since the date of the most recent financial statements included in the MTN Prospectus or the Disclosure Package (if applicable), each as amended and supplemented, there has been no material adverse change in the consolidated financial condition or results of operations of the Guarantor and its subsidiaries, taken as a whole, which is not disclosed in the MTN Prospectus or the Disclosure Package (if applicable), as amended or supplemented. (iv) KPMG LLP or another nationally recognized independent registered public accounting firm shall have furnished to the Agents a letter or letters, dated the Commencement Date or the Settlement Date, as the case may be, in form and substance reasonably satisfactory to the Agents. (v) The Company and the Guarantor shall have furnished to each Agent such appropriate further information, certificates and documents as such Agent may reasonably request. The documents required to be delivered by this Section 5 shall be delivered at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Commencement Date or the Settlement Date, as the case may be.

Conditions to the Obligations of the Agents. Each Agent’s obligations to solicit offers to purchase Notes as agent of the Company, any Agent’s obligation to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other Agent to purchase Notes from the Company will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Guarantor herein contained, to the accuracy of the statements of the officers of the Company and the Guarantor made in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Company and the Guarantor of all covenants and agreements herein contained on their its part to be performed and observed (in the case of the Agents’ obligations to solicit offers to purchase Notes, at the time of such solicitation, and, in the case of any Purchaser’s obligation to purchase Notes, at the time the Company accepts the offer to purchase such Notes and at the time of purchase) and (in each case) to the following additional conditions precedent when and as specified: (a) On the corresponding Settlement Date: (i) The MTN Prospectus, any Preliminary Prospectus and the Final Prospectus (and any supplements thereto) have been filed in the manner and within the time period required by Rule 424(b), and any other material required to be filed by the Company pursuant to Rule 433(d) shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (ii) There shall not have occurred any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company, the Guarantor Company and their respective its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to above, is, in the sole judgment of the Lead Agent after consultation with the Company, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Notes as contemplated by the Disclosure Package and Final Prospectus (exclusive of any supplement thereto), except, in the case of any purchase of Notes by any Agent as principal, as disclosed to such Agent in writing by the Company and the Guarantor before the Company accepted the offer to purchase such Notes. (iii) There shall not have occurred any (x) suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of the GuarantorCompany’s common stock by the Commission or the New York Stock Exchange, (y) declaration of a general moratorium on commercial banking activities by either federal or New York state authorities or exchange controls shall have been imposed by the United States or (z) any outbreak or escalation of hostilities, any declaration by the United States of war or national emergency or act of terrorism or other calamity or crisis the effect of which on financial markets is such to as to make it, in the Lead Agent’s sole judgment, after consultation with the Company, impracticable or inadvisable to proceed with the offering of the Notes as contemplated by the Disclosure Package and Final Prospectus, as amended or supplemented, except, in the case of any purchase of Notes by any Agent as principal, for any such event occurring before the Company accepted the offer to purchase such Notes. (iv) There shall not have been any decrease in the rating of any of the Company’s or the Guarantor’s senior debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, except, for any such decrease or notice that is publicly disclosed, or the possibility of which is publicly disclosed, either by the Company, the Guarantor Company or the applicable rating organization before the Company accepted the offer to purchase such Notes. (b) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date: (i) Each of the The Company and the Guarantor shall have furnished to the Agents such customary opinion or opinions of the Assistant General Counsel—Capital Markets of the Guarantor and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Lead Agent) on the Commencement Date as the Agents may reasonably require, and, on the Settlement Date will furnish such customary opinion or opinions of the Assistant General Counsel—Capital Markets of the Guarantor and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Agents) as the Agents may reasonably require and, if called for by a Terms Agreement, such customary opinion or opinions of other counsel, dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (ii) Each Agent shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents (or other counsel reasonably acceptable to such Agent, the Company Agent and the GuarantorCompany), such customary opinion or opinions dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (iii) Each of the The Company and the Guarantor shall have furnished to the Agents a certificate, certificate of the Company signed by (A) on behalf of the Company—the Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President or the Treasurer, and by an Assistant Treasurer, the Secretary or an Assistant Secretary and (B) on behalf of the Guarantor—the Chairman, a Vice Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President, the Treasurer or a Deputy Treasurer and by an Assistant Treasurer, the Secretary or an Assistant Secretary (or another officer or officers acceptable to the Lead Agent), dated the Commencement Date or the Settlement Date, as the case may be, to the effect that each signatory of such certificate has carefully examined the Registration Statement, as amended as of the date of such certificate, the MTN Prospectus, as amended and supplemented as of the date of such certificate, the Disclosure Package (if applicable) and this Agreement and that: the respective representations and warranties of the Company and the Guarantor, as applicable, in this Agreement are true and correct on and as of the date of such certificate with the same effect as if made on the date of such certificate and the Company or the Guarantor, as applicable, has complied in all material respects with all the respective agreements and satisfied all the conditions on their its part to be performed or satisfied as a condition to the obligations of the Agents under this Agreement; no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to its his/her knowledge, has been threatened or communicated by the Commission to, in the case of the Guarantor’s certificate, to the Company or the Guarantor as being contemplated by it under the Securities Act; and since the date of the most recent financial statements included in the MTN Prospectus or the Disclosure Package (if applicable), each as amended and supplemented, there has been no material adverse change in the consolidated financial condition or results of operations of the Guarantor Company and its subsidiaries, taken as a whole, which is not disclosed in the MTN Prospectus or the Disclosure Package (if applicable), as amended or supplemented. (iv) KPMG LLP or another nationally recognized independent registered public accounting firm shall have furnished to the Agents a letter or letters, dated the Commencement Date or the Settlement Date, as the case may be, in form and substance reasonably satisfactory to the Agents. (v) The Company and the Guarantor shall have furnished to each Agent such appropriate further information, certificates and documents as such Agent may reasonably request. The documents required to be delivered by this Section 5 shall be delivered at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Commencement Date or the Settlement Date, as the case may be.

Conditions to the Obligations of the Agents. Each The obligation of each Agent’s obligations to solicit offers to purchase Notes , as agent of the Company, at any Agent’s time ("Solicitation Time") to solicit offers to purchase the Notes and the obligation of an Agent to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other Agent to purchase Notes from the Company will shall in each case be subject to (i) the accuracy in condition that all material respects of the representations and warranties on the part of the Company and the Guarantor herein contained, to the accuracy of the statements of the officers of the Company and the Guarantor made contained in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Company and the Guarantor of all covenants and agreements herein contained on their part to be performed and observed this Agreement (in the case of the Agents’ obligations to solicit offers to purchase Notes, at the time of such solicitation, and, in the case of an obligation of an Agent under a Terms Agreement, in or incorporated in such Terms Agreement by reference) are true and correct (a) on and as of the Commencement Date and (b) on and as of any Purchaser’s obligation applicable date referred to purchase Notesin Section 4(j) that is after such Commencement Date and prior to such Solicitation Time or Time of Delivery, at as the time case may be, and (c) on and as of such Solicitation Time or Time of Delivery, as the case may be, and (ii) the condition that the Company accepts shall not have failed at or prior to such Solicitation Time or Time of Delivery, as the offer case may be, to purchase have performed or complied in all material respects with any of its agreements herein and therein contained and required to be performed or complied with by it at or prior to such Notes date and at the time of purchase) and (in each case) to the following additional conditions precedent when and as specified: (a) On the corresponding Settlement Dateconditions: (i) The MTN ProspectusWith respect to any Notes sold at or prior to such Solicitation Time or Time of Delivery, any Preliminary as the case may be, the Prospectus and the Final Prospectus (and any supplements thereto) have been filed in the manner and within the time period required by Rule 424(b), and any other material required as amended or supplemented with respect to be filed by the Company pursuant to Rule 433(d) such Notes shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time periods period prescribed for such filings filing by Rule 433the rules and regulations under the Act and in accordance with Section 4(a); and (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (ii) There shall not have occurred any changeor, to the knowledge of the Company or any development involving a prospective changeAgent, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company, the Guarantor and their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to above, is, in the sole judgment of the Lead Agent after consultation with the Company, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Notes as contemplated threatened by the Disclosure Package Commission; and Final Prospectus (exclusive of any supplement thereto), except, in the case of any purchase of Notes by any Agent as principal, as disclosed to such Agent in writing by the Company and the Guarantor before the Company accepted the offer to purchase such Notes. (iii) There shall not have occurred any (x) suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading request of the Guarantor’s common stock by Commission for additional information (to be included in the Commission Registration Statement or the New York Stock Exchange, (yProspectus or otherwise) declaration of a general moratorium on commercial banking activities by either federal or New York state authorities or exchange controls shall have been imposed by complied with to the United States or (z) any outbreak or escalation of hostilities, any declaration by the United States of war or national emergency or act of terrorism or other calamity or crisis the effect of which on financial markets is such to as to make it, in the Lead Agent’s sole judgment, after consultation with the Company, impracticable or inadvisable to proceed with the offering reasonable satisfaction of the Notes as contemplated by the Disclosure Package and Final Prospectus, as amended or supplemented, except, in the case of any purchase of Notes by any Agent as principal, for any such event occurring before the Company accepted the offer to purchase such Notes. (iv) There shall not have been any decrease in the rating of any of the Company’s or the Guarantor’s senior debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, except, for any such decrease or notice that is publicly disclosed, or the possibility of which is publicly disclosed, either by the Company, the Guarantor or the applicable rating organization before the Company accepted the offer to purchase such Notes.Agents; (b) On Counsel to the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date: (i) Each of the Company and the Guarantor Agents shall have furnished to the Agents (i) such customary opinion or opinions letter, dated the Commencement Date, with respect to the validity of the Assistant General Counsel—Capital Markets of Indenture and the Guarantor Notes, the Registration Statement, the Prospectus as amended or supplemented and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Lead Agent) on the Commencement Date related matters as the Agents may reasonably requirerequest, and, on the Settlement Date will furnish such customary opinion or opinions of the Assistant General Counsel—Capital Markets of the Guarantor and of the Secretary (ii) if and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Agentsextent requested by an Agent, with respect to each applicable date referred to in Section 4(j) as the Agents may reasonably require and, if called for by a Terms Agreement, hereof that is on or prior to such customary opinion Solicitation Time or opinions Time of other counsel, dated the Commencement Date or the Settlement DateDelivery, as the case may be, an opinion letter, dated such applicable date, to the effect that the applicable Agent or Agents may rely on the opinion letter which was last furnished to such Agent or Agents pursuant to this Section 6(b) to the same extent as though it was dated the date of such letter authorizing reliance (except that the statements in such last opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in any case, in lieu of such an opinion letter, an opinion letter of the same tenor as the Agents may reasonably require. opinion letter referred to in clause (iii) Each Agent but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; and in each case such counsel shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPsuch papers and information as they may reasonably request to enable them to pass upon such matters; (c) Counsel to the Company, or other counsel for the Agents (or other counsel reasonably acceptable Company satisfactory to such Agentthe Agents, the Company and the Guarantor), such customary opinion or opinions dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (iii) Each of the Company and the Guarantor shall have furnished to the Agents a certificate, signed by (A) on behalf of the Company—the Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President or the Treasurer, and by an Assistant Treasurer, the Secretary or an Assistant Secretary and (B) on behalf of the Guarantor—the Chairman, a Vice Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President, the Treasurer or a Deputy Treasurer and by an Assistant Treasurer, the Secretary or an Assistant Secretary (or another officer or officers acceptable to the Lead Agent)their written opinions, dated the Commencement Date and each applicable date referred to in Section 4(k) hereof that is on or the Settlement Date, as the case may be, prior to the effect that each signatory such Solicitation Time or Time of such certificate has carefully examined the Registration Statement, as amended as of the date of such certificate, the MTN Prospectus, as amended and supplemented as of the date of such certificate, the Disclosure Package (if applicable) and this Agreement and that: the representations and warranties of the Company and the Guarantor, as applicable, in this Agreement are true and correct on and as of the date of such certificate with the same effect as if made on the date of such certificate and the Company or the Guarantor, as applicable, has complied in all material respects with all the respective agreements and satisfied all the conditions on their part to be performed or satisfied as a condition to the obligations of the Agents under this Agreement; no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to its knowledge, has been threatened or communicated by the Commission to, in the case of the Guarantor’s certificate, the Company or the Guarantor as being contemplated by it under the Securities Act; and since the date of the most recent financial statements included in the MTN Prospectus or the Disclosure Package (if applicable), each as amended and supplemented, there has been no material adverse change in the consolidated financial condition or results of operations of the Guarantor and its subsidiaries, taken as a whole, which is not disclosed in the MTN Prospectus or the Disclosure Package (if applicable), as amended or supplemented. (iv) KPMG LLP or another nationally recognized independent registered public accounting firm shall have furnished to the Agents a letter or letters, dated the Commencement Date or the Settlement DateDelivery, as the case may be, in form and substance reasonably satisfactory to the Agents.Agents to the effect that: (i) The Company has been duly incorporated, and is validly existing in good standing under the laws of the State of California, with corporate power and corporate authority to own its properties and to conduct its business as described in the Prospectus (and any amendment or supplement thereto as used in connection with any offering or sale of the Notes), including the corporate power and corporate authority to function as a water and electric utility in the State of California; (ii) The Company has authorized, issued and outstanding capital stock as set forth in the Prospectus; the outstanding Common Shares of the Company have been duly authorized by all necessary corporate action on the part of the Company and are validly issued, fully paid and non-assessable; (iii) The Registration Statement has been declared effective under the Act, and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued or threatened by the Commission; to such counsel's knowledge, there are no contracts or documents which are required by the Act to be described in the Registration Statement or the Prospectus, to be incorporated by reference therein, or to be filed as exhibits to the Registration Statement, which are not described, incorporated or filed as and to the extent required; (iv) Except for the matters disclosed in, or incorporated by reference into, the Registration Statement, to such counsel's knowledge, there are no pending or threatened actions, suits, proceedings or investigations against the Company in any court or by or before any arbitrator or governmental agency or authority which are required by the Act to be disclosed therein; (v) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement has been duly executed and delivered by the Company; (vi) The Company's execution and delivery of the Notes, the Indenture, this Agreement and any applicable Terms Agreement, and the issuance and sale of the Notes thereunder as contemplated by the Prospectus do not (a) violate, breach, or result in a default (or an event which with notice or lapse of time or both would constitute a default or event of acceleration) under, any existing obligation of the Company under any agreement or instrument listed on an exhibit to the Company's most recent annual report on Form 10-K or any Form 10-Q or Form 8-K filed subsequent thereto, (b) breach or otherwise violate any existing obligation of the Company under any order, judgment or decree of any California or federal court or governmental authority binding on the Company and identified on a certificate of an officer of the Guarantor shall Company, or (c) violate any California or federal statute or regulation that such counsel has, in the exercise of customary professional diligence, recognized as directly applicable to the Company or to transactions of the type contemplated by the Notes, the Indenture, this Agreement or any Terms Agreement, except that such counsel need not express an opinion regarding any federal securities laws, or Blue Sky or state securities laws or Section 9 of this Agreement, or (d) violate the Company's articles of incorporation or bylaws; (vii) No order, consent, permit or approval of any California or federal governmental authority is required on the part of the Company for the issuance and sale of the Notes as contemplated by this Agreement, except: (a) such as have furnished been obtained under the Act and the Trust Indenture Act, (b) the authorization of the California Public Utilities Commission, which remains in full force and effect, and, to each Agent the best of our knowledge, is not the subject of any pending or threatened application for rehearing or petition for modification, and (c) such appropriate further information, certificates and documents as such Agent may reasonably request. be required under applicable Blue Sky or state securities laws; (viii) The documents required incorporated by reference in the Prospectus as of the date the Prospectus was filed with the Commission (other than the financial statements and schedules and other financial and statistical data contained therein or incorporated by reference therein, as to be delivered by this Section 5 shall be delivered at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇which no opinion is expressed), on the Commencement Date or respective dates on which they were filed, appeared on their face to comply in all material respects with the Settlement Daterequirements as to form for reports on Form 10-K, Form 10-Q and Form 8-K, as the case may be, under the Exchange Act and the related rules and regulations in effect at the respective dates of their filing; (ix) The Notes (in the form of specimens certified by the Company's Secretary and examined by such counsel) have been duly authorized by all necessary corporate action on the part of the Company and, when duly executed, and authenticated, and issued in accordance with the Indenture and upon payment for and delivery thereof in accordance with the terms hereof and any applicable Terms Agreement, constitute the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law; (x) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes the legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law, and the Indenture has been duly qualified under the Trust Indenture Act; and (xi) The statements in the Prospectus under the caption Description of Notes, insofar as they summarize provisions of the Indenture or the Notes, fairly present the information required By Form S-3 and the Trust Indenture Act. Such counsel may state that in connection with its participation in the preparation of the Registration Statement and the Prospectus, such counsel has not independently verified the accuracy, completeness or fairness of the statements contained or incorporated therein, and the limitations inherent in the examination made by such counsel and the knowledge available to such counsel are such that such counsel is unable to assume, and does not assume, any responsibility for the accuracy, completeness or fairness of the statements contained or incorporated in the Registration Statement, the Prospectus or the Incorporated Documents (except as otherwise specifically stated in clauses (ii), (iii) and (xi) above). Such counsel also shall state that, however, on the basis of such counsel's review of the Registration Statement, the Prospectus and the Incorporated Documents and its participation in conferences in connection with the preparation of the Registration Statement and the Prospectus, such counsel does not believe that the Registration Statement, on the date it was declared effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that such counsel does not believe that the Prospectus and the documents incorporated therein, considered as a whole on the date of the Prospectus and on a Closing Date with respect to a sale of the Notes, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel need express no opinion or belief as to any document filed by the Company under the Exchange Act, whether prior or subsequent to the effective date of the Registration Statement, except to the extent that any such document is an Incorporated Document read together with the Registration Statement or the Prospectus and considered as a whole, nor any opinion or belief as to the financial statements and other financial and statistical information included or incorporated by reference in the Registration Statement, the Prospectus or the Incorporated Documents. Such counsel shall also state that, subject to the foregoing, they also advise the Agents that, in such counsel's opinion, the Registration Statement and the Prospectus (except for the financial statements and other financial information included or incorporated by reference therein, as to which such counsel shall express no opinion) as of the effective date of the Registration Statement and as of the date the Prospectus with respect to a sale of the Notes, appeared on their face to comply in all material respects with the requirements as to form for registration statements on Form S-3 under the Act and the Trust Indenture Act and the related rules and regulations in effect at the date of filing. Such counsel's opinion shall be rendered in respect of the laws of the State of California and the federal law of the United States. Such counsel's opinion further may be limited to laws recognized by such counsel, through its representation of the Company, as being applicable to the Company and to the issuance and public sale of securities. For purposes of the limitation in clauses (iii) and (iv) above, such counsel's knowledge may be limited to the knowledge obtained by them in connection with matters to which they have given substantive attention as counsel for the Company, as determined from lawyers within the firm who have performed services for the Company within the prior twelve months. (d) Not later than 10:00 a.m., New York City time, on the Commencement Date and on each applicable date referred to in Section 4(l) that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, the independent certified public accountants who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement shall have furnished to the Agents a letter, dated the Commencement Date or such applicable date, as the case may be, in form and substance satisfactory to the Agents, to the effect set forth in Annex III hereto; (i) There shall not have been any change in the capital stock of the Company nor any material increase in the short-term or long-term debt of the Company (other than in the ordinary course of business) from that set forth or contemplated in the Registration Statement or the Prospectus (or any amendment or supplement thereto); (ii) there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement and the Prospectus (or any amendment or supplement thereto), any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company; and (iii) the Company shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company, other than those reflected in the Registration Statement or the Prospectus (or any amendment or supplement thereto), the effect of which, in any such case described in clause (i) or (ii), is in the reasonable judgment of the applicable Agent or Agents so material and adverse as to make it impracticable or inadvisable to proceed with the solicitation of offers to purchase Notes from the Company or the purchase by the applicable Agent of Notes from the Company as principal, as the case may be; (f) There shall not have occurred any of the following: (i) trading in securities generally o

Conditions to the Obligations of the Agents. Each Agent’s obligations to solicit offers to purchase Notes as agent of the Company, any Agent’s obligation to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other Agent to purchase Notes from the Company will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Guarantor herein contained, to the accuracy of the statements of the officers of the Company and the Guarantor made in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Company and the Guarantor of all covenants and agreements herein contained on their part to be performed and observed (in the case of the Agents’ obligations to solicit offers to purchase Notes, at the time of such solicitation, and, in the case of any Purchaser’s obligation to purchase Notes, at the time the Company accepts the offer to purchase such Notes and at the time of purchase) and (in each case) to the following additional conditions precedent when and as specified: (a) On the corresponding Settlement Date: (i) The MTN Prospectus, any Preliminary Prospectus and the Final Prospectus (and any supplements thereto) , have been filed in the manner and within the time period required by Rule 424(b), ) and any other material required to be filed by the Company pursuant to Rule 433(d) ), shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (ii) There shall not have occurred any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company, the Guarantor and their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus and any Pricing Supplements (exclusive of any supplement thereto) the effect of which, in any case referred to above, is, in the sole judgment of the Lead Agent after consultation with the Company, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Notes as contemplated by the Disclosure Package and Final Prospectus (exclusive of any supplement thereto)Prospectus, as amended or supplemented, except, in the case of any purchase of Notes by any Agent as principal, as disclosed to such Agent in writing by the Company and the Guarantor before the Company accepted the offer to purchase such Notes. (iii) There shall not have occurred any (x) suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of the Guarantor’s common stock by the Commission or the New York Stock Exchange, (y) declaration of a general moratorium on commercial banking activities by either federal or New York state authorities or exchange controls shall have been imposed by the United States or (z) any outbreak or escalation of hostilities, any declaration by the United States of war or national emergency or act of terrorism or other calamity or crisis the effect of which on financial markets is such to as to make it, in the Lead Agent’s sole judgment, after consultation with the Company, impracticable or inadvisable to proceed with the offering of the Notes as contemplated by the Disclosure Package and Final relevant Prospectus, as amended or supplemented, except, in the case of any purchase of Notes by any Agent as principal, for any such event occurring before the Company accepted the offer to purchase such Notes. (iv) There shall not have been any decrease in the rating of any of the Company’s or the Guarantor’s senior or subordinated debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) for purposes of the Exchange ActRule 436(g)) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, except, for any such decrease or notice that is publicly disclosed, or except as disclosed to the possibility of which is publicly disclosed, either Agents in writing by the Company, Company and the Guarantor or the applicable rating organization before the Company accepted the offer to purchase such Notes. (b) On the Commencement Date and, if called for by any Terms Agreement, Agreement on the corresponding Settlement Date: (i) Each of the The Company and the Guarantor shall have furnished to the Agents such customary opinion or opinions of the Assistant Associate General Counsel—Counsel — Capital Markets & Corporate Reporting of the Guarantor and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Lead Agent) on the Commencement Date as the Agents may reasonably require, and, on the Settlement Date will furnish such customary opinion or opinions of the Assistant Associate General Counsel—Counsel — Capital Markets & Corporate Reporting of the Guarantor and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Agents) as the Agents may reasonably require and, if called for by a Terms Agreement, such customary opinion or opinions of other counsel, dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (ii) Each Agent shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents (or other counsel reasonably acceptable to such Agent, the Company and the Guarantor), such customary opinion or opinions dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (iii) Each of the The Company and the Guarantor shall have furnished to the Agents a certificatecertificate of the Company and the Guarantor, signed by (A) on behalf of the Company—the Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a President or any Vice President or and by the Treasurer, and by an any Assistant Treasurer, the Controller, the Secretary or an any Assistant Secretary and (B) on behalf of the Guarantor—the Chairman, a any Vice Chairman, the President, the any Vice President, Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President, the Treasurer Controller or a any Deputy Treasurer Controller and by an the Treasurer, any Assistant Treasurer, the Secretary or an any Assistant Secretary (or another officer or officers acceptable to the Lead Agent), dated the Commencement Date or the Settlement Date, as the case may be, to the effect that each signatory of such certificate has carefully examined the Registration Statement, as amended as of the date of such certificate, the MTN ProspectusProspectuses, as amended and supplemented as of the date of such certificate, the Disclosure Package (if applicable) and this Agreement and that: the respective representations and warranties of the Company and the Guarantor, as applicable, Guarantor in this Agreement are true and correct on and as of the date of such certificate with the same effect as if made on the date of such certificate and the Company or and the Guarantor, as applicable, has Guarantor have complied in all material respects with all the respective agreements and satisfied all the conditions on their part to be performed or satisfied as a condition to the obligations of the Agents under this Agreement; no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to its their knowledge, has have been threatened or communicated by the Commission to, in the case of the Guarantor’s certificate, to the Company or the Guarantor as being contemplated by it under the Securities Act; and since the date of the most recent financial statements included in the MTN relevant Prospectus or the Disclosure Package (if applicable)Package, each as amended and supplemented, there has been no material adverse change in the consolidated financial condition or results of operations of the Guarantor and its subsidiaries, taken as a whole, which is not disclosed in the MTN relevant Prospectus or the Disclosure Package (if applicable)Package, as amended or supplemented. (iv) KPMG LLP or another nationally recognized independent registered public accounting firm shall have furnished to the Agents a letter or letters, dated the Commencement Date or the Settlement Date, as the case may be, in form and substance reasonably satisfactory to the Agents. (v) The Company and the Guarantor shall have furnished to each Agent such appropriate further information, certificates and documents as such Agent may reasonably request. The documents required to be delivered by this Section 5 shall be delivered at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Commencement Date or the Settlement Date, as the case may be.

Conditions to the Obligations of the Agents. Each Agent’s obligations to solicit offers to purchase Notes as agent of the Company, any Agent’s obligation to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other Agent to purchase Notes from the Company will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Guarantor herein contained, to the accuracy of the statements of the officers of the Company and the Guarantor made in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Company and the Guarantor of all covenants and agreements herein contained on their its part to be performed and observed (in the case of the Agents’ obligations to solicit offers to purchase Notes, at the time of such solicitation, and, in the case of any Purchaser’s obligation to purchase Notes, at the time the Company accepts the offer to purchase such Notes and at the time of purchase) and (in each case) to the following additional conditions precedent when and as specified: (a) On the corresponding Settlement Date: (i) The MTN Prospectus, any Preliminary Prospectus and the Final Prospectus (and any supplements thereto) have been filed in the manner and within the time period required by Rule 424(b), and any other material required to be filed by the Company pursuant to Rule 433(d) shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (ii) There shall not have occurred any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company, the Guarantor Company and their respective its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to above, is, in the sole judgment of the Lead Agent after consultation with the Company, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Notes as contemplated by the Disclosure Package and Final Prospectus (exclusive of any supplement thereto), except, in the case of any purchase of Notes by any Agent as principal, as disclosed to such Agent in writing by the Company and the Guarantor before the Company accepted the offer to purchase such Notes. (iii) There shall not have occurred any (x) suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of the GuarantorCompany’s common stock by the Commission or the New York Stock Exchange, (y) declaration of a general moratorium on commercial banking activities by either federal or New York state authorities or exchange controls shall have been imposed by the United States or (z) any outbreak or escalation of hostilities, any declaration by the United States of war or national emergency or act of terrorism or other calamity or crisis the effect of which on financial markets is such to as to make it, in the Lead Agent’s sole judgment, after consultation with the Company, impracticable or inadvisable to proceed with the offering of the Notes as contemplated by the Disclosure Package and Final Prospectus, as amended or supplemented, except, in the case of any purchase of Notes by any Agent as principal, for any such event occurring before the Company accepted the offer to purchase such Notes. (iv) There shall not have been any decrease in the rating of any of the Company’s or the Guarantor’s senior debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, except, for any such decrease or notice that is publicly disclosed, or the possibility of which is publicly disclosed, either by the Company, the Guarantor Company or the applicable rating organization before the Company accepted the offer to purchase such Notes. (b) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date: (i) Each of the The Company and the Guarantor shall have furnished to the Agents such customary opinion or opinions of the Assistant Associate General Counsel—Counsel – Capital Markets of the Guarantor and of the Secretary and General Counsel & Corporate Reporting of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Lead Agent) on the Commencement Date as the Agents may reasonably require, and, on the Settlement Date will furnish such customary opinion or opinions of the Assistant Associate General Counsel—Counsel – Capital Markets of the Guarantor and of the Secretary and General Counsel & Corporate Reporting of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Agents) as the Agents may reasonably require and, if called for by a Terms Agreement, such customary opinion or opinions of other counsel, dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (ii) Each Agent shall have received from ▇C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇H▇▇▇▇▇▇▇ LLP, counsel for the Agents (or other counsel reasonably acceptable to such Agent, the Company Agent and the GuarantorCompany), such customary opinion or opinions dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (iii) Each of the The Company and the Guarantor shall have furnished to the Agents a certificate, certificate of the Company signed by (A) on behalf of the Company—the Chairman, any Vice Chairman, the President, the any Vice President, Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President the Controller or any Deputy Controller and by the Treasurer, and by an the Deputy Treasurer, any Assistant Treasurer, the Secretary or an Assistant Secretary and (B) on behalf of the Guarantor—the Chairman, a Vice Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President, the Treasurer or a Deputy Treasurer and by an Assistant Treasurer, the Secretary or an any Assistant Secretary (or another officer or officers acceptable to the Lead Agent), dated the Commencement Date or the Settlement Date, as the case may be, to the effect that each signatory of such certificate has carefully examined the Registration Statement, as amended as of the date of such certificate, the MTN Prospectus, as amended and supplemented as of the date of such certificate, the Disclosure Package (if applicable) and this Agreement and that: the respective representations and warranties of the Company and the Guarantor, as applicable, in this Agreement are true and correct on and as of the date of such certificate with the same effect as if made on the date of such certificate and the Company or the Guarantor, as applicable, has complied in all material respects with all the respective agreements and satisfied all the conditions on their its part to be performed or satisfied as a condition to the obligations of the Agents under this Agreement; no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to its his/her knowledge, has been threatened or communicated by the Commission to, in the case of the Guarantor’s certificate, to the Company or the Guarantor as being contemplated by it under the Securities Act; and since the date of the most recent financial statements included in the MTN Prospectus or the Disclosure Package (if applicable), each as amended and supplemented, there has been no material adverse change in the consolidated financial condition or results of operations of the Guarantor Company and its subsidiaries, taken as a whole, which is not disclosed in the MTN Prospectus or the Disclosure Package (if applicable), as amended or supplemented. (iv) KPMG LLP or another nationally recognized independent registered public accounting firm shall have furnished to the Agents a letter or letters, dated the Commencement Date or the Settlement Date, as the case may be, in form and substance reasonably satisfactory to the Agents. (v) The Company and the Guarantor shall have furnished to each Agent such appropriate further information, certificates and documents as such Agent may reasonably request. The documents required to be delivered by this Section 5 shall be delivered at the office of ▇C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇H▇▇▇▇▇▇▇ LLP, counsel for the Agents, at ▇O▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Commencement Date or the Settlement Date, as the case may be.

Conditions to the Obligations of the Agents. Each Agent’s The obligations of any agent to solicit offers to purchase the Notes as agent of the Company, any Agent’s obligation to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other Agent to purchase Notes from the Company will shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Guarantor contained herein containedas of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement (including the filing of any document incorporated by reference therein), as of the date of any supplement to the Prospectus and as of each Settlement Date, to the accuracy of the statements of the officers of the Company and the Guarantor made in each certificate furnished any certificates pursuant to the provisions hereof and hereof, to the performance and observance by the Company and the Guarantor of all covenants their respective obligations hereunder and agreements herein contained on their part to be performed and observed (in the case of the Agents’ obligations to solicit offers to purchase Notes, at the time of such solicitation, and, in the case of any Purchaser’s obligation to purchase Notes, at the time the Company accepts the offer to purchase such Notes and at the time of purchase) and (in each case) to the following additional conditions precedent when and as specifiedconditions: (a) On the corresponding Settlement Date: (i) The MTN Prospectus, any Preliminary Prospectus and the Final Prospectus (and any supplements thereto) have been filed in the manner and within the time period required by Rule 424(b), and any other material required to be filed by the Company pursuant to Rule 433(d) shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no No stop order suspending the effectiveness of the Registration Statement or any notice objecting Statement, as amended from time to its use time, shall have been issued issued, and no proceedings for that purpose shall have been instituted or threatened. (iib) There shall not have occurred any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company, The Company and the Guarantor and their respective subsidiariesshall have furnished to the agents the opinion or opinions of ▇▇▇▇▇▇, taken as a whole▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred counsel to above, is, in the sole judgment of the Lead Agent after consultation with the Company, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Notes as contemplated by the Disclosure Package and Final Prospectus (exclusive of any supplement thereto), except, in the case of any purchase of Notes by any Agent as principal, as disclosed to such Agent in writing by the Company and the Guarantor before Guarantor, dated the Company accepted date hereof, substantially as set forth below, with such additional qualifications and exceptions as shall be acceptable to the offer to purchase such Notes. (iii) There shall not have occurred any (x) suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of the Guarantor’s common stock by the Commission or the New York Stock Exchange, (y) declaration of a general moratorium on commercial banking activities by either federal or New York state authorities or exchange controls shall have been imposed by the United States or (z) any outbreak or escalation of hostilities, any declaration by the United States of war or national emergency or act of terrorism or other calamity or crisis the effect of which on financial markets is such to as to make it, in the Lead Agent’s sole judgment, after consultation with the Company, impracticable or inadvisable to proceed with the offering of the Notes as contemplated by the Disclosure Package agents and Final Prospectus, as amended or supplemented, except, in the case of any purchase of Notes by any Agent as principal, for any such event occurring before the Company accepted the offer to purchase such Notes. (iv) There shall not have been any decrease in the rating of any of the Company’s or the Guarantor’s senior debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, except, for any such decrease or notice that is publicly disclosed, or the possibility of which is publicly disclosed, either by the Company, the Guarantor or the applicable rating organization before the Company accepted the offer to purchase such Notes. (b) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Datetheir counsel: (i) Each of the Company and the Guarantor shall have furnished to is a corporation duly incorporated, validly existing and in good standing under the Agents such customary opinion or opinions laws of the Assistant General Counsel—Capital Markets state of its incorporation and has the Guarantor corporate power and of authority to own its properties and to conduct its business as described in the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Lead Agent) on the Commencement Date as the Agents may reasonably require, and, on the Settlement Date will furnish such customary opinion or opinions of the Assistant General Counsel—Capital Markets of the Guarantor and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Agents) as the Agents may reasonably require and, if called for by a Terms Agreement, such customary opinion or opinions of other counsel, dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably requireProspectus. (ii) Each Agent shall The Company and the Guarantor have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe corporate power and authority to enter into this Agreement and the Terms Agreement (if applicable), counsel for and this Agreement and the Agents Terms Agreement (or other counsel reasonably acceptable to such Agentif applicable) have been duly and validly authorized, executed and delivered by the Company and the Guarantor), such customary opinion or opinions dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably requirerespectively. (iii) Each The form and general terms of the Notes have been duly and validly authorized and established in conformity with the provisions of the Indenture by all necessary corporate action by the Company, and when the particular terms of the Notes have been duly established in accordance with the provisions of the Indenture, the Procedures and the resolutions of the Board of Directors of the Company and such Notes have been duly executed, authenticated and delivered against payment therefor in accordance with the provisions of the Indenture, the Procedures and this Agreement, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Indenture, and the holders of the Notes will be entitled to the benefits of the Indenture; and the Indenture has been duly authorized, executed and delivered by each of the Company and Guarantor, has been qualified under the Trust Indenture Act, and constitutes a legal, valid and binding obligation enforceable against each of the Company and the Guarantor shall have furnished in accordance with its terms. (iv) The Guarantees, in the forms certified to the Agents a certificate, signed by (A) on behalf of the Company—the Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President or the Treasurer, and by an Assistant Treasurer, the Secretary or an Assistant Secretary and (B) on behalf authorized officer of the Guarantor—, have been duly and validly authorized by all necessary corporate action by the ChairmanGuarantor and, a Vice Chairmanupon due issuance, authentication and delivery of the related Notes and due endorsement of the Guarantees, the PresidentGuarantees will have been duly executed, issued and delivered and will constitute the Chief Financial Officerlegal, the Chief Accounting Officer, the General Counsel, a Vice President, the Treasurer or a Deputy Treasurer valid and by an Assistant Treasurer, the Secretary or an Assistant Secretary (or another officer or officers acceptable to the Lead Agent), dated the Commencement Date or the Settlement Date, as the case may be, to the effect that each signatory of such certificate has carefully examined the Registration Statement, as amended as of the date of such certificate, the MTN Prospectus, as amended and supplemented as of the date of such certificate, the Disclosure Package (if applicable) and this Agreement and that: the representations and warranties of the Company and the Guarantor, as applicable, in this Agreement are true and correct on and as of the date of such certificate with the same effect as if made on the date of such certificate and the Company or the Guarantor, as applicable, has complied in all material respects with all the respective agreements and satisfied all the conditions on their part to be performed or satisfied as a condition to the binding obligations of the Agents Guarantor enforceable against the Guarantor in accordance with their terms and the terms of the Indenture, and the holders of the Notes upon which the Guarantees are endorsed will be entitled to the benefits of the Indenture. (v) The Registration Statement has become effective under this Agreementthe Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and issued, no proceedings for that purpose have been instituted or, to its knowledge, has been or threatened or communicated by and the Commission to, in Registration Statement and the case of Prospectus (other than (i) the Guarantor’s certificate, the Company or the Guarantor as being contemplated by it under the Securities Act; and since the date of the most recent financial statements included in and other financial and statistical information contained therein and (ii) the MTN Prospectus or the Disclosure Package (if applicable)Statement of Eligibility on Form T-1 filed as an exhibit thereto, each as amended and supplemented, there has been to which such counsel need express no material adverse change in the consolidated financial condition or results of operations of the Guarantor and its subsidiaries, taken as a whole, which is not disclosed in the MTN Prospectus or the Disclosure Package (if applicableopinion), as amended of their respective effective or supplemented. (iv) KPMG LLP or another nationally recognized independent registered public accounting firm shall have furnished to the Agents a letter or letters, dated the Commencement Date or the Settlement Dateissue dates, as the case may be, appear on their face to be responsive as to form in form all material respects with the applicable requirements of the Act and substance reasonably satisfactory to the AgentsRules and Regulations and the Trust Indenture Act and the rules and regulations of the Commission thereunder. (vvi) No consent, approval, authorization or order of any United States federal or New York, California or (with respect to matters arising under the Delaware General Corporation Law) Delaware court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement or the Indenture, except such as have been obtained under the Act and such as may be required under the securities and blue sky laws, rules or regulations of any jurisdiction in connection with the purchase and distribution of the Notes and related Guarantees by the agents and such other approvals as have been obtained. (vii) Neither the issue and sale of the Notes (in the forms certified to by an authorized officer of the Company), the compliance by the Company and the Guarantor with all the provisions of this Agreement, the Indenture, the Notes or the Guarantees (in the form certified to by an authorized officer of the Guarantor), the consummation of the transactions herein or therein contemplated nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach of, or constitute a default under the charter or bylaws of the Company or the Guarantor or the terms of any indenture or other agreement or instrument filed with the Commission and to which the Company or the Guarantor or any of the Guarantor's subsidiaries is a party or bound, or any order, decree, judgment or regulation (other than any federal or state securities or blue sky laws, rules or regulations) known to such counsel to be applicable to the Company or the Guarantor or any of the Guarantor's subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or the Guarantor or any of the Guarantor's subsidiaries. (viii) To the best knowledge of such counsel, no holders of securities of the Company or the Guarantor have rights to the registration of such securities under the Registration Statement. (ix) Such counsel confirms (i) that the statements in the Prospectus under the caption "Federal Income Tax Consequences", insofar as such statements constitute a summary of the legal matters referred to therein, fairly present the information disclosed therein in all material respects, (ii) the conformity in all material respects of the Notes (in the forms certified to by an authorized officer of the Company) to the statements relating thereto in the Prospectus, and (iii) the conformity in all material respects of the Indenture and the Guarantees to the statements relating thereto in the Prospectus under the captions "Description of Notes" and "Description of Debt Securities of Countrywide Home Loans and Related Guarantees of Countrywide Credit Industries." Such counsel shall also state that, in the course of their engagement to represent or advise the Company and the Guarantor professionally, they have not become aware of any pending legal proceeding before any court or administrative agency or authority or any arbitration tribunal, nor have they devoted substantive attention in the form of legal representation as to any current overtly threatened litigation against or directly affecting the Company or its subsidiaries or the Guarantor or its subsidiaries, in each case that is required to be described in the Registration Statement or the Prospectus and is not so described. In making the foregoing statement, they shall endeavor, to the extent they believe necessary, to determine from lawyers currently in their firm who have performed substantive legal services for the Company or the Guarantor, whether such services involved substantive attention in the form of legal representation concerning pending legal proceedings or overtly threatened litigation of the nature referred to above. Beyond that, they need not make any review, search or investigation of public files or records or files or records of the Company or the Guarantor, or of their respective transactions, or any other investigation or inquiry with respect to the foregoing statement. Such counsel shall also state that in the course of the preparation by the Company, the Guarantor and their counsel of the Registration Statement and Prospectus (other than the Incorporated Documents (as defined below)), such counsel attended conferences with certain of the officers of, and the independent public accountants for, the Company and the Guarantor, at which the Registration Statement and Prospectus were discussed. Given the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process, such counsel need not pass upon and need not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus including the Incorporated Documents, except as specifically described in the opinion set forth in paragraph (ix) above. Subject to the foregoing and on the basis of the information such counsel gained in the performance of the services referred to above, including information obtained from officers and other representatives of the Company and Guarantor, such counsel shall state that no facts have come to such counsel's attention that have caused it to believe that the Registration Statement, at the time it became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, at its date or at the date hereof, included or includes, as the case may be, any untrue statement of material fact or omitted or omits, as the case may be, to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that such counsel need not express a view or belief with respect to (i) the financial statements, the related notes and schedules thereto or other financial and statistical data included or incorporated by reference in the Registration Statement and Prospectus or (ii) any part of the Registration Statement which shall constitute a Statement of Eligibility on Form T-1 under the Trust Indenture Act. References to the Prospectus in this Section 5(b) include any amendments or supplements thereto at the date hereof. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of California, the State of Delaware (but only with respect to the Delaware General Corporation Law) or the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the agents, (B) as the matters involving the application of laws of the State of New York, to the extent specified in such opinion, upon the opinion of ▇▇▇▇▇ & ▇▇▇▇ LLP being delivered to the agents as of the date thereof and (C) as to matters of fact, to the extent they deem proper, on certificates and oral or written statements and other information of or from public officials and officers and representatives of the Company, the Guarantor, their respective subsidiaries and others. In rendering the opinions set forth in paragraphs (iii) and (iv), such counsel may state that such opinions are subject to the following: (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other laws now or hereafter in effect affecting creditors' rights generally; and (ii) general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness) whether such principles are considered in a proceeding in equity or at law. In rendering the opinions set forth above, such counsel need not express an opinion as to the legality, validity, binding effect or enforceability of any provision of the Notes, the Indenture or the Guarantees providing for payments thereunder in a currency other than currency of the United States of America to the extent that a court of competent jurisdiction will under applicable law convert any judgment rendered in such other currency into currency of the United States of America or to the extent that payment in a currency other than currency of the United States of America is contrary to applicable law. In rendering the opinions set forth above, such counsel may state that it has assumed, with the permission of the agents, that the amount of Notes to be issued from time to time will not violate any provision in any such agreement referred to in paragraph (vii) which imposes limits on the amount of debt of the Company, the Guarantor or any of the Guarantor's subsidiaries which may be outstanding at any one time (whether directly or indirectly, through satisfaction of financial ratios or otherwise). (c) The Company and the Guarantor shall have furnished to each Agent such appropriate further information, certificates and documents as such Agent may reasonably request. The documents required to be delivered by this Section 5 shall be delivered at the office agents the opinion or opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & . ▇▇▇▇▇▇▇▇ LLP, counsel for General Counsel of the AgentsCompany and the Guarantor, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇dated the date hereof, ▇▇▇ ▇▇▇▇substantially as set forth below, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇with such additional qualifications and exceptions as shall be acceptable to the agents and their counsel: (i) Each Subsidiary, if any, is a corporation, duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, with the corporate power and authority to own its properties and to conduct its business as described in the Prospectus. (ii) Each of the Company, the Guarantor and the Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business other than jurisdictions in which the failure to so qualify, when considered in the aggregate and not individually, would not have a material adverse effect on the Commencement Date Company or the Settlement DateGuarantor and its Subsidiaries considered as one enterprise. (iii) All the outstanding shares of capital stock of the Company and each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the case may beProspectus, all outstanding shares of capital stock of the Company and the Subsidiaries are owned by the Guarantor either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances. (iv) The outstanding shares of common stock of the Guarantor have been duly and validly authorized and issued and are fully paid and nonassessable. (v) Neither the issue and sale of the Notes, the compliance by the Company and the Guarantor with all the provisions of this Agreement, the Indenture, the Notes or the Guarantees, the consummation of any other of the transactions herein or therein contemplated nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach of, or constitute a default under the charter or by-laws of the Company or the Guarantor or, to the knowledge of such counsel, the terms of any indenture or other agreement or instrument to which the Company or the Guarantor or any of the Guarantor's subsidiaries is a party or bound, or any order, decree, law, judgment, rule or regulation known to such counsel to be applicable to the Company or the Guarantor or any of the Guarantor's subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrat

Conditions to the Obligations of the Agents. Each The obligation of each Agent’s obligations to solicit offers to purchase Notes , as agent of the Company, at any Agent’s time ("Solicitation Time") to solicit offers to purchase the Notes and the obligation of an Agent to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other Agent to purchase Notes from the Company will shall in each case be subject to (i) the accuracy in condition that all material respects of the representations and warranties on the part of the Company and the Guarantor herein contained, to the accuracy of the statements of the officers of the Company and the Guarantor made contained in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Company and the Guarantor of all covenants and agreements herein contained on their part to be performed and observed this Agreement (in the case of the Agents’ obligations to solicit offers to purchase Notes, at the time of such solicitation, and, in the case of an obligation of an Agent under a Terms Agreement, in or incorporated in such Terms Agreement by reference) are true and correct (a) on and as of the Commencement Date and (b) on and as of any Purchaser’s obligation applicable date referred to purchase Notesin Section 4(j) that is after such Commencement Date and prior to such Solicitation Time or Time of Delivery, at as the time case may be, and (c) on and as of such Solicitation Time or Time of Delivery, as the case may be, and (ii) the condition that the Company accepts shall not have failed at or prior to such Solicitation Time or Time of Delivery, as the offer case may be, to purchase have performed or complied in all material respects with any of its agreements herein and therein contained and required to be performed or complied with by it at or prior to such Notes date and at the time of purchase) and (in each case) to the following additional conditions precedent when and as specified: (a) On the corresponding Settlement Dateconditions: (i) The MTN ProspectusWith respect to any Notes sold at or prior to such Solicitation Time or Time of Delivery, any Preliminary as the case may be, the Prospectus and the Final Prospectus (and any supplements thereto) have been filed in the manner and within the time period required by Rule 424(b), and any other material required as amended or supplemented with respect to be filed by the Company pursuant to Rule 433(d) such Notes shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time periods period prescribed for such filings filing by Rule 433the rules and regulations under the Act and in accordance with Section 4(a); and (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (ii) There shall not have occurred any changeor, to the knowledge of the Company or any development involving a prospective changeAgent, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company, the Guarantor and their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to above, is, in the sole judgment of the Lead Agent after consultation with the Company, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Notes as contemplated threatened by the Disclosure Package Commission; and Final Prospectus (exclusive of any supplement thereto), except, in the case of any purchase of Notes by any Agent as principal, as disclosed to such Agent in writing by the Company and the Guarantor before the Company accepted the offer to purchase such Notes. (iii) There shall not have occurred any (x) suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading request of the Guarantor’s common stock by Commission for additional information (to be included in the Commission Registration Statement or the New York Stock Exchange, (yProspectus or otherwise) declaration of a general moratorium on commercial banking activities by either federal or New York state authorities or exchange controls shall have been imposed by complied with to the United States or (z) any outbreak or escalation of hostilities, any declaration by the United States of war or national emergency or act of terrorism or other calamity or crisis the effect of which on financial markets is such to as to make it, in the Lead Agent’s sole judgment, after consultation with the Company, impracticable or inadvisable to proceed with the offering reasonable satisfaction of the Notes as contemplated by the Disclosure Package and Final Prospectus, as amended or supplemented, except, in the case of any purchase of Notes by any Agent as principal, for any such event occurring before the Company accepted the offer to purchase such Notes. (iv) There shall not have been any decrease in the rating of any of the Company’s or the Guarantor’s senior debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, except, for any such decrease or notice that is publicly disclosed, or the possibility of which is publicly disclosed, either by the Company, the Guarantor or the applicable rating organization before the Company accepted the offer to purchase such Notes. Agents; (b) On Counsel to the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date: (i) Each of the Company and the Guarantor Agents shall have furnished to the Agents (i) such customary opinion or opinions letter, dated the Commencement Date, with respect to the validity of the Assistant General Counsel—Capital Markets of Indenture and the Guarantor Notes, the Registration Statement, the Prospectus as amended or supplemented and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Lead Agent) on the Commencement Date related matters as the Agents may reasonably requirerequest, and, on the Settlement Date will furnish such customary opinion or opinions of the Assistant General Counsel—Capital Markets of the Guarantor and of the Secretary (ii) if and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Agentsextent requested by an Agent, with respect to each applicable date referred to in Section 4(j) as the Agents may reasonably require and, if called for by a Terms Agreement, hereof that is on or prior to such customary opinion Solicitation Time or opinions Time of other counsel, dated the Commencement Date or the Settlement DateDelivery, as the case may be, an opinion letter, dated such applicable date, to the effect that the applicable Agent or Agents may rely on the opinion letter which was last furnished to such Agent or Agents pursuant to this Section 6(b) to the same extent as though it was dated the date of such letter authorizing reliance (except that the statements in such last opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in any case, in lieu of such an opinion letter, an opinion letter of the same tenor as the Agents may reasonably require. opinion letter referred to in clause (iii) Each Agent but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; and in each case such counsel shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPsuch papers and information as they may reasonably request to enable them to pass upon such matters; (c) Counsel to the Company, or other counsel for the Agents (or other counsel reasonably acceptable Company satisfactory to such Agentthe Agents, the Company and the Guarantor), such customary opinion or opinions dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (iii) Each of the Company and the Guarantor shall have furnished to the Agents a certificate, signed by (A) on behalf of the Company—the Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President or the Treasurer, and by an Assistant Treasurer, the Secretary or an Assistant Secretary and (B) on behalf of the Guarantor—the Chairman, a Vice Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President, the Treasurer or a Deputy Treasurer and by an Assistant Treasurer, the Secretary or an Assistant Secretary (or another officer or officers acceptable to the Lead Agent)their written opinions, dated the Commencement Date and each applicable date referred to in Section 4(k) hereof that is on or the Settlement Date, as the case may be, prior to the effect that each signatory such Solicitation Time or Time of such certificate has carefully examined the Registration Statement, as amended as of the date of such certificate, the MTN Prospectus, as amended and supplemented as of the date of such certificate, the Disclosure Package (if applicable) and this Agreement and that: the representations and warranties of the Company and the Guarantor, as applicable, in this Agreement are true and correct on and as of the date of such certificate with the same effect as if made on the date of such certificate and the Company or the Guarantor, as applicable, has complied in all material respects with all the respective agreements and satisfied all the conditions on their part to be performed or satisfied as a condition to the obligations of the Agents under this Agreement; no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to its knowledge, has been threatened or communicated by the Commission to, in the case of the Guarantor’s certificate, the Company or the Guarantor as being contemplated by it under the Securities Act; and since the date of the most recent financial statements included in the MTN Prospectus or the Disclosure Package (if applicable), each as amended and supplemented, there has been no material adverse change in the consolidated financial condition or results of operations of the Guarantor and its subsidiaries, taken as a whole, which is not disclosed in the MTN Prospectus or the Disclosure Package (if applicable), as amended or supplemented. (iv) KPMG LLP or another nationally recognized independent registered public accounting firm shall have furnished to the Agents a letter or letters, dated the Commencement Date or the Settlement DateDelivery, as the case may be, in form and substance reasonably satisfactory to the Agents.Agents to the effect that: (i) The Company has been duly incorporated, and is validly existing in good standing under the laws of the State of California, with corporate power and corporate authority to own its properties and to conduct its business as described in the Prospectus (and any amendment or supplement thereto as used in connection with any offering or sale of the Notes), including the corporate power and corporate authority to function as a water and electric utility in the State of California; (ii) The Company has authorized, issued and outstanding capital stock as set forth in the Prospectus; the outstanding Common Shares of the Company have been duly authorized by all necessary corporate action on the part of the Company and are validly issued, fully paid and non-assessable; (iii) The Registration Statement has been declared effective under the Act, and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued or threatened by the Commission; to such counsel's knowledge, there are no contracts or documents which are required by the Act to be described in the Registration Statement or the Prospectus, to be incorporated by reference therein, or to be filed as exhibits to the Registration Statement, which are not described, incorporated or filed as and to the extent required; (iv) Except for the matters disclosed in, or incorporated by reference into, the Registration Statement, to such counsel's knowledge, there are no pending or threatened actions, suits, proceedings or investigations against the Company in any court or by or before any arbitrator or governmental agency or authority which are required by the Act to be disclosed therein; (v) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement has been duly executed and delivered by the Company; (vi) The Company's execution and delivery of the Notes, the Indenture, this Agreement and any applicable Terms Agreement, and the issuance and sale of the Notes thereunder as contemplated by the Prospectus do not (a) violate, breach, or result in a default (or an event which with notice or lapse of time or both would constitute a default or event of acceleration) under, any existing obligation of the Company under any agreement or instrument listed on an exhibit to the Company's most recent annual report on Form 10-K or any Form 10-Q or Form 8-K filed subsequent thereto, (b) breach or otherwise violate any existing obligation of the Company under any order, judgment or decree of any California or federal court or governmental authority binding on the Company and identified on a certificate of an officer of the Guarantor shall Company, or (c) violate any California or federal statute or regulation that such counsel has, in the exercise of customary professional diligence, recognized as directly applicable to the Company or to transactions of the type contemplated by the Notes, the Indenture, this Agreement or any Terms Agreement, except that such counsel need not express an opinion regarding any federal securities laws, or Blue Sky or state securities laws or Section 9 of this Agreement, or (d) violate the Company's articles of incorporation or bylaws; (vii) No order, consent, permit or approval of any California or federal governmental authority is required on the part of the Company for the issuance and sale of the Notes as contemplated by this Agreement, except: (a) such as have furnished been obtained under the Act and the Trust Indenture Act, (b) the authorization of the California Public Utilities Commission, which remains in full force and effect, and, to each Agent the best of our knowledge, is not the subject of any pending or threatened application for rehearing or petition for modification, and (c) such appropriate further information, certificates and documents as such Agent may reasonably request. be required under applicable Blue Sky or state securities laws; (viii) The documents required incorporated by reference in the Prospectus as of the date the Prospectus was filed with the Commission (other than the financial statements and schedules and other financial and statistical data contained therein or incorporated by reference therein, as to be delivered by this Section 5 shall be delivered at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇which no opinion is expressed), on the Commencement Date or respective dates on which they were filed, appeared on their face to comply in all material respects with the Settlement Daterequirements as to form for reports on Form 10-K, Form 10-Q and Form 8-K, as the case may be, under the Exchange Act and the related rules and regulations in effect at the respective dates of their filing; (ix) The Notes (in the form of specimens certified by the Company's Secretary and examined by such counsel) have been duly authorized by all necessary corporate action on the part of the Company and, when duly executed, and authenticated, and issued in accordance with the Indenture and upon payment for and delivery thereof in accordance with the terms hereof and any applicable Terms Agreement, constitute the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law; (x) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes the legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law, and the Indenture has been duly qualified under the Trust Indenture Act; and (xi) The statements in the Prospectus under the caption Description of Notes, insofar as they summarize provisions of the Indenture or the Notes, fairly present the information required by Form S-3 and the Trust Indenture Act. Such counsel may state that in connection with its participation in the preparation of the Registration Statement and the Prospectus, such counsel has not independently verified the accuracy, completeness or fairness of the statements contained or incorporated therein, and the limitations inherent in the examination made by such counsel and the knowledge available to such counsel are such that such counsel is unable to assume, and does not assume, any responsibility for the accuracy, completeness or fairness of the statements contained or incorporated in the Registration Statement, the Prospectus or the Incorporated Documents (except as otherwise specifically stated in clauses (ii), (iii) and (xi) above). Such counsel also shall state that, however, on the basis of such counsel's review of the Registration Statement, the Prospectus and the Incorporated Documents and its participation in conferences in connection with the preparation of the Registration Statement and the Prospectus, such counsel does not believe that the Registration Statement, on the date it was declared effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that such counsel does not believe that the Prospectus and the documents incorporated therein, considered as a whole on the date of the Prospectus and on a Closing Date with respect to a sale of the Notes, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel need express no opinion or belief as to any document filed by the Company under the Exchange Act, whether prior or subsequent to the effective date of the Registration Statement, except to the extent that any such document is an Incorporated Document read together with the Registration Statement or the Prospectus and considered as a whole, nor any opinion or belief as to the financial statements and other financial and statistical information included or incorporated by reference in the Registration Statement, the Prospectus or the Incorporated Documents. Such counsel shall also state that, subject to the foregoing, they also advise the Agents that, in such counsel's opinion, the Registration Statement and the Prospectus (except for the financial statements and other financial information included or incorporated by reference therein, as to which such counsel shall express no opinion) as of the effective date of the Registration Statement and as of the date the Prospectus with respect to a sale of the Notes, appeared on their face to comply in all material respects with the requirements as to form for registration statements on Form S-3 under the Act and the Trust Indenture Act and the related rules and regulations in effect at the date of filing. Such counsel's opinion shall be rendered in respect of the laws of the State of California and the federal law of the United States. Such counsel's opinion further may be limited to laws recognized by such counsel, through its representation of the Company, as being applicable to the Company and to the issuance and public sale of securities. For purposes of the limitation in clauses (iii) and (iv) above, such counsel's knowledge may be limited to the knowledge obtained by them in connection with matters to which they have given substantive attention as counsel for the Company, as determined from lawyers within the firm who have performed services for the Company within the prior twelve months.

Conditions to the Obligations of the Agents. Each Agent’s obligations to solicit offers to purchase Notes as agent of the Company, any Agent’s obligation to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other Agent to purchase Notes from the Company will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Guarantor herein contained, to the accuracy of the statements of the officers of the Company and the Guarantor made in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Company and the Guarantor of all covenants and agreements herein contained on their its part to be performed and observed (in the case of the Agents’ obligations to solicit offers to purchase Notes, at the time of such solicitation, and, in the case of any Purchaser’s obligation to purchase Notes, at the time the Company accepts the offer to purchase such Notes and at the time of purchase) and (in each case) to the following additional conditions precedent when and as specified: (a) On the corresponding Settlement Date: (i) The MTN Prospectus, any Preliminary Prospectus and the Final Prospectus (and any supplements thereto) have been filed in the manner and within the time period required by Rule 424(b), and any other material required to be filed by the Company pursuant to Rule 433(d) shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (ii) There shall not have occurred any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company, the Guarantor Company and their respective its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to above, is, in the sole judgment of the Lead Agent after consultation with the Company, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Notes as contemplated by the Disclosure Package and Final Prospectus (exclusive of any supplement thereto), except, in the case of any purchase of Notes by any Agent as principal, as disclosed to such Agent in writing by the Company and the Guarantor before the Company accepted the offer to purchase such Notes. (iii) There shall not have occurred any (x) suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of the GuarantorCompany’s common stock by the Commission or the New York Stock Exchange, (y) declaration of a general moratorium on commercial banking activities by either federal or New York state authorities or exchange controls shall have been imposed by the United States or (z) any outbreak or escalation of hostilities, any declaration by the United States of war or national emergency or act of terrorism or other calamity or crisis the effect of which on financial markets is such to as to make it, in the Lead Agent’s sole judgment, after consultation with the Company, impracticable or inadvisable to proceed with the offering of the Notes as contemplated by the Disclosure Package and Final Prospectus, as amended or supplemented, except, in the case of any purchase of Notes by any Agent as principal, for any such event occurring before the Company accepted the offer to purchase such Notes. (iv) There shall not have been any decrease in the rating of any of the Company’s or the Guarantor’s senior debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, except, for any such decrease or notice that is publicly disclosed, or the possibility of which is publicly disclosed, either by the Company, the Guarantor Company or the applicable rating organization before the Company accepted the offer to purchase such Notes. (b) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date: (i) Each of the The Company and the Guarantor shall have furnished to the Agents such customary opinion or opinions of the Assistant Associate General Counsel—Counsel — Capital Markets of the Guarantor and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Lead Agent) on the Commencement Date as the Agents may reasonably require, and, on the Settlement Date will furnish such customary opinion or opinions of the Assistant Associate General Counsel—Counsel — Capital Markets of the Guarantor and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Agents) as the Agents may reasonably require and, if called for by a Terms Agreement, such customary opinion or opinions of other counsel, dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (ii) Each Agent shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents (or other counsel reasonably acceptable to such Agent, the Company Agent and the GuarantorCompany), such customary opinion or opinions dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (iii) Each of the The Company and the Guarantor shall have furnished to the Agents a certificate, certificate of the Company signed by (A) on behalf of the Company—the Chairman, any Vice Chairman, the President, the any Vice President, Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President the Controller or any Deputy Controller and by the Treasurer, and by an the Deputy Treasurer, any Assistant Treasurer, the Secretary or an Assistant Secretary and (B) on behalf of the Guarantor—the Chairman, a Vice Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President, the Treasurer or a Deputy Treasurer and by an Assistant Treasurer, the Secretary or an any Assistant Secretary (or another officer or officers acceptable to the Lead Agent), dated the Commencement Date or the Settlement Date, as the case may be, to the effect that each signatory of such certificate has carefully examined the Registration Statement, as amended as of the date of such certificate, the MTN Prospectus, as amended and supplemented as of the date of such certificate, the Disclosure Package (if applicable) and this Agreement and that: the respective representations and warranties of the Company and the Guarantor, as applicable, in this Agreement are true and correct on and as of the date of such certificate with the same effect as if made on the date of such certificate and the Company or the Guarantor, as applicable, has complied in all material respects with all the respective agreements and satisfied all the conditions on their its part to be performed or satisfied as a condition to the obligations of the Agents under this Agreement; no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to its his/her knowledge, has been threatened or communicated by the Commission to, in the case of the Guarantor’s certificate, to the Company or the Guarantor as being contemplated by it under the Securities Act; and since the date of the most recent financial statements included in the MTN Prospectus or the Disclosure Package (if applicable), each as amended and supplemented, there has been no material adverse change in the consolidated financial condition or results of operations of the Guarantor Company and its subsidiaries, taken as a whole, which is not disclosed in the MTN Prospectus or the Disclosure Package (if applicable), as amended or supplemented. (iv) KPMG LLP or another nationally recognized independent registered public accounting firm shall have furnished to the Agents a letter or letters, dated the Commencement Date or the Settlement Date, as the case may be, in form and substance reasonably satisfactory to the Agents. (v) The Company and the Guarantor shall have furnished to each Agent such appropriate further information, certificates and documents as such Agent may reasonably request. The documents required to be delivered by this Section 5 shall be delivered at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Commencement Date or the Settlement Date, as the case may be.

Conditions to the Obligations of the Agents. Each Agent’s obligations to solicit offers to purchase Notes as agent of the Company, any Agent’s obligation to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other Agent to purchase Notes from the Company will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Guarantor herein contained, to the accuracy of the statements of the officers of the Company and the Guarantor made in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Company and the Guarantor of all covenants and agreements herein contained on their part to be performed and observed (in the case of the Agents’ obligations to solicit offers to purchase Notes, at the time of such solicitation, and, in the case of any Purchaser’s obligation to purchase Notes, at the time the Company accepts the offer to purchase such Notes and at the time of purchase) and (in each case) to the following additional conditions precedent when and as specified: (a) On the corresponding Settlement Date: (i) The MTN Prospectus, any Preliminary Prospectus and the Final Prospectus (and any supplements thereto) have been filed in the manner and within the time period required by Rule 424(b), and any other material required to be filed by the Company pursuant to Rule 433(d) shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (ii) There shall not have occurred any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company, the Guarantor and their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to above, is, in the sole judgment of the Lead Agent after consultation with the Company, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Notes as contemplated by the Disclosure Package and Final Prospectus (exclusive of any supplement thereto), except, in the case of any purchase of Notes by any Agent as principal, as disclosed to such Agent in writing by the Company and the Guarantor before the Company accepted the offer to purchase such Notes. (iii) There shall not have occurred any (x) suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of the Guarantor’s common stock by the Commission or the New York Stock Exchange, (y) declaration of a general moratorium on commercial banking activities by either federal or New York state authorities or exchange controls shall have been imposed by the United States or (z) any outbreak or escalation of hostilities, any declaration by the United States of war or national emergency or act of terrorism or other calamity or crisis the effect of which on financial markets is such to as to make it, in the Lead Agent’s sole judgment, after consultation with the Company, impracticable or inadvisable to proceed with the offering of the Notes as contemplated by the Disclosure Package and Final Prospectus, as amended or supplemented, except, in the case of any purchase of Notes by any Agent as principal, for any such event occurring before the Company accepted the offer to purchase such Notes. (iv) There shall not have been any decrease in the rating of any of the Company’s or the Guarantor’s senior debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, except, for any such decrease or notice that is publicly disclosed, or the possibility of which is publicly disclosed, either by the Company, the Guarantor or the applicable rating organization before the Company accepted the offer to purchase such Notes. (b) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date: (i) Each of the Company and the Guarantor shall have furnished to the Agents such customary opinion or opinions of the Assistant General Counsel—Counsel – Capital Markets of the Guarantor and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Lead Agent) on the Commencement Date as the Agents may reasonably require, and, on the Settlement Date will furnish such customary opinion or opinions of the Assistant General Counsel—Counsel – Capital Markets of the Guarantor and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Agents) as the Agents may reasonably require and, if called for by a Terms Agreement, such customary opinion or opinions of other counsel, dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (ii) Each Agent shall have received from ▇C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇H▇▇▇▇▇▇▇ LLP, counsel for the Agents (or other counsel reasonably acceptable to such Agent, the Company and the Guarantor), such customary opinion or opinions dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (iii) Each of the Company and the Guarantor shall have furnished to the Agents a certificate, signed by (A) on behalf of the Company—the Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President or the Treasurer, and by an Assistant Treasurer, the Secretary or an Assistant Secretary and (B) on behalf of the Guarantor—the Chairman, a Vice Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President, the Treasurer or a Deputy Treasurer and by an Assistant Treasurer, the Secretary or an Assistant Secretary (or another officer or officers acceptable to the Lead Agent), dated the Commencement Date or the Settlement Date, as the case may be, to the effect that each signatory of such certificate has carefully examined the Registration Statement, as amended as of the date of such certificate, the MTN Prospectus, as amended and supplemented as of the date of such certificate, the Disclosure Package (if applicable) and this Agreement and that: the representations and warranties of the Company and the Guarantor, as applicable, in this Agreement are true and correct on and as of the date of such certificate with the same effect as if made on the date of such certificate and the Company or the Guarantor, as applicable, has complied in all material respects with all the respective agreements and satisfied all the conditions on their part to be performed or satisfied as a condition to the obligations of the Agents under this Agreement; no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to its knowledge, has been threatened or communicated by the Commission toto the, in the case of the Guarantor’s certificate, the that Company or the Guarantor as being contemplated by it under the Securities Act; and since the date of the most recent financial statements included in the MTN Prospectus or the Disclosure Package (if applicable), each as amended and supplemented, there has been no material adverse change in the consolidated financial condition or results of operations of the Guarantor and its subsidiaries, taken as a whole, which is not disclosed in the MTN Prospectus or the Disclosure Package (if applicable), as amended or supplemented. (iv) KPMG LLP or another nationally recognized independent registered public accounting firm shall have furnished to the Agents a letter or letters, dated the Commencement Date or the Settlement Date, as the case may be, in form and substance reasonably satisfactory to the Agents. (v) The Company and the Guarantor shall have furnished to each Agent such appropriate further information, certificates and documents as such Agent may reasonably request. The documents required to be delivered by this Section 5 shall be delivered at the office of ▇C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇H▇▇▇▇▇▇▇ LLP, counsel for the Agents, at ▇O▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Commencement Date or the Settlement Date, as the case may be.

Conditions to the Obligations of the Agents. Each Agent’s obligations to solicit offers to purchase Notes as agent of the Company, any Agent’s obligation to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other Agent to purchase Notes from the Company will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Guarantor herein contained, to the accuracy of the statements of the officers of the Company and the Guarantor made in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Company and the Guarantor of all covenants and agreements herein contained on their its part to be performed and observed (in the case of the Agents’ obligations to solicit offers to purchase Notes, at the time of such solicitation, and, in the case of any Purchaser’s obligation to purchase Notes, at the time the Company accepts the offer to purchase such Notes and at the time of purchase) and (in each case) to the following additional conditions precedent when and as specified: (a) On the corresponding Settlement Date: (i) The MTN Prospectus, any Preliminary Prospectus and the Final Prospectus (and any supplements thereto) have been filed in the manner and within the time period required by Rule 424(b), and any other material required to be filed by the Company pursuant to Rule 433(d) shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (ii) There shall not have occurred any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company, the Guarantor Company and their respective its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to above, is, in the sole judgment of the Lead Agent after consultation with the Company, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Notes as contemplated by the Disclosure Package and Final Prospectus (exclusive of any supplement thereto), except, in the case of any purchase of Notes by any Agent as principal, as disclosed to such Agent in writing by the Company and the Guarantor before the Company accepted the offer to purchase such Notes. (iii) There shall not have occurred any (x) suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of the GuarantorCompany’s common stock by the Commission or the New York Stock Exchange, (y) declaration of a general moratorium on commercial banking activities by either federal or New York state authorities or exchange controls shall have been imposed by the United States or (z) any outbreak or escalation of hostilities, any declaration by the United States of war or national emergency or act of terrorism or other calamity or crisis the effect of which on financial markets is such to as to make it, in the Lead Agent’s sole judgment, after consultation with the Company, impracticable or inadvisable to proceed with the offering of the Notes as contemplated by the Disclosure Package and Final Prospectus, as amended or supplemented, except, in the case of any purchase of Notes by any Agent as principal, for any such event occurring before the Company accepted the offer to purchase such Notes. (iv) There shall not have been any decrease in the rating of any of the Company’s or the Guarantor’s senior debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, except, for any such decrease or notice that is publicly disclosed, or the possibility of which is publicly disclosed, either by the Company, the Guarantor Company or the applicable rating organization before the Company accepted the offer to purchase such Notes. (b) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date: (i) Each of the The Company and the Guarantor shall have furnished to the Agents such customary opinion or opinions of the Assistant Associate General Counsel—Counsel – Capital Markets of the Guarantor and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Lead Agent) on the Commencement Date as the Agents may reasonably require, and, on the Settlement Date will furnish such customary opinion or opinions of the Assistant Associate General Counsel—Counsel – Capital Markets of the Guarantor and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Agents) as the Agents may reasonably require and, if called for by a Terms Agreement, such customary opinion or opinions of other counsel, dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (ii) Each Agent shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents (or other counsel reasonably acceptable to such Agent, the Company Agent and the GuarantorCompany), such customary opinion or opinions dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (iii) Each of the The Company and the Guarantor shall have furnished to the Agents a certificate, certificate of the Company signed by (A) on behalf of the Company—the Chairman, any Vice Chairman, the President, the any Vice President, Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President the Controller or any Deputy Controller and by the Treasurer, and by an the Deputy Treasurer, any Assistant Treasurer, the Secretary or an Assistant Secretary and (B) on behalf of the Guarantor—the Chairman, a Vice Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President, the Treasurer or a Deputy Treasurer and by an Assistant Treasurer, the Secretary or an any Assistant Secretary (or another officer or officers acceptable to the Lead Agent), dated the Commencement Date or the Settlement Date, as the case may be, to the effect that each signatory of such certificate has carefully examined the Registration Statement, as amended as of the date of such certificate, the MTN Prospectus, as amended and supplemented as of the date of such certificate, the Disclosure Package (if applicable) and this Agreement and that: the respective representations and warranties of the Company and the Guarantor, as applicable, in this Agreement are true and correct on and as of the date of such certificate with the same effect as if made on the date of such certificate and the Company or the Guarantor, as applicable, has complied in all material respects with all the respective agreements and satisfied all the conditions on their its part to be performed or satisfied as a condition to the obligations of the Agents under this Agreement; no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to its his/her knowledge, has been threatened or communicated by the Commission to, in the case of the Guarantor’s certificate, to the Company or the Guarantor as being contemplated by it under the Securities Act; and since the date of the most recent financial statements included in the MTN Prospectus or the Disclosure Package (if applicable), each as amended and supplemented, there has been no material adverse change in the consolidated financial condition or results of operations of the Guarantor Company and its subsidiaries, taken as a whole, which is not disclosed in the MTN Prospectus or the Disclosure Package (if applicable), as amended or supplemented. (iv) KPMG LLP or another nationally recognized independent registered public accounting firm shall have furnished to the Agents a letter or letters, dated the Commencement Date or the Settlement Date, as the case may be, in form and substance reasonably satisfactory to the Agents. (v) The Company and the Guarantor shall have furnished to each Agent such appropriate further information, certificates and documents as such Agent may reasonably request. The documents required to be delivered by this Section 5 shall be delivered at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Commencement Date or the Settlement Date, as the case may be.

Conditions to the Obligations of the Agents. Each Agent’s obligations to solicit offers to purchase Notes as agent of the Company, any Agent’s obligation to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other Agent to purchase Notes from the Company will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Guarantor herein contained, to the accuracy of the statements of the officers of the Company and the Guarantor made in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Company and the Guarantor of all covenants and agreements herein contained on their part to be performed and observed (in the case of the Agents’ obligations to solicit offers to purchase Notes, at the time of such solicitation, and, in the case of any Purchaser’s obligation to purchase Notes, at the time the Company accepts the offer to purchase such Notes and at the time of purchase) and (in each case) to the following additional conditions precedent when and as specified: (a) On the corresponding Settlement Date: (i) The MTN Prospectus, any Preliminary Prospectus and the Final Prospectus (and any supplements thereto) have been filed in the manner and within the time period required by Rule 424(b), and any other material required to be filed by the Company pursuant to Rule 433(d) shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (ii) There shall not have occurred any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company, the Guarantor and their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to above, is, in the sole judgment of the Lead Agent after consultation with the Company, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Notes as contemplated by the Disclosure Package and Final Prospectus (exclusive of any supplement thereto), except, in the case of any purchase of Notes by any Agent as principal, as disclosed to such Agent in writing by the Company and the Guarantor before the Company accepted the offer to purchase such Notes. (iii) There shall not have occurred any (x) suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of the Guarantor’s common stock by the Commission or the New York Stock Exchange, (y) declaration of a general moratorium on commercial banking activities by either federal or New York state authorities or exchange controls shall have been imposed by the United States or (z) any outbreak or escalation of hostilities, any declaration by the United States of war or national emergency or act of terrorism or other calamity or crisis the effect of which on financial markets is such to as to make it, in the Lead Agent’s sole judgment, after consultation with the Company, impracticable or inadvisable to proceed with the offering of the Notes as contemplated by the Disclosure Package and Final Prospectus, as amended or supplemented, except, in the case of any purchase of Notes by any Agent as principal, for any such event occurring before the Company accepted the offer to purchase such Notes. (iv) There shall not have been any decrease in the rating of any of the Company’s or the Guarantor’s senior debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, except, for any such decrease or notice that is publicly disclosed, or the possibility of which is publicly disclosed, either by the Company, the Guarantor or the applicable rating organization before the Company accepted the offer to purchase such Notes. (b) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date: (i) Each of the Company and the Guarantor shall have furnished to the Agents such customary opinion or opinions of the Assistant General Counsel—Counsel – Capital Markets of the Guarantor and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Lead Agent) on the Commencement Date as the Agents may reasonably require, and, on the Settlement Date will furnish such customary opinion or opinions of the Assistant General Counsel—Counsel – Capital Markets of the Guarantor and of the Secretary and General Counsel of the Company (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Agents) as the Agents may reasonably require and, if called for by a Terms Agreement, such customary opinion or opinions of other counsel, dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (ii) Each Agent shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents (or other counsel reasonably acceptable to such Agent, the Company and the Guarantor), such customary opinion or opinions dated the Commencement Date or the Settlement Date, as the case may be, as the Agents may reasonably require. (iii) Each of the Company and the Guarantor shall have furnished to the Agents a certificate, signed by (A) on behalf of the Company—the Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President or the Treasurer, and by an Assistant Treasurer, the Secretary or an Assistant Secretary and (B) on behalf of the Guarantor—the Chairman, a Vice Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, a Vice President, the Treasurer or a Deputy Treasurer and by an Assistant Treasurer, the Secretary or an Assistant Secretary (or another officer or officers acceptable to the Lead Agent), dated the Commencement Date or the Settlement Date, as the case may be, to the effect that each signatory of such certificate has carefully examined the Registration Statement, as amended as of the date of such certificate, the MTN Prospectus, as amended and supplemented as of the date of such certificate, the Disclosure Package (if applicable) and this Agreement and that: the representations and warranties of the Company and the Guarantor, as applicable, in this Agreement are true and correct on and as of the date of such certificate with the same effect as if made on the date of such certificate and the Company or the Guarantor, as applicable, has complied in all material respects with all the respective agreements and satisfied all the conditions on their part to be performed or satisfied as a condition to the obligations of the Agents under this Agreement; no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to its knowledge, has been threatened or communicated by the Commission toto the, in the case of the Guarantor’s certificate, the that Company or the Guarantor as being contemplated by it under the Securities Act; and since the date of the most recent financial statements included in the MTN Prospectus or the Disclosure Package (if applicable), each as amended and supplemented, there has been no material adverse change in the consolidated financial condition or results of operations of the Guarantor and its subsidiaries, taken as a whole, which is not disclosed in the MTN Prospectus or the Disclosure Package (if applicable), as amended or supplemented. (iv) KPMG LLP or another nationally recognized independent registered public accounting firm shall have furnished to the Agents a letter or letters, dated the Commencement Date or the Settlement Date, as the case may be, in form and substance reasonably satisfactory to the Agents. (v) The Company and the Guarantor shall have furnished to each Agent such appropriate further information, certificates and documents as such Agent may reasonably request. The documents required to be delivered by this Section 5 shall be delivered at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Commencement Date or the Settlement Date, as the case may be.