Common use of Date of Settlement Clause in Contracts

Date of Settlement. All offers solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time), unless such Issuer and the purchaser agree to settlement (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer to Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantor) or, in conjunction with the Guarantor, by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor prior to 3:00 p.m., New York City time, on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer of the offer to purchase Certificated Securities in which case such instruction will be given by such Issuer by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount.

Date of Settlement. All offers of Certificated Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "Settlement Date") which is the third business day Business Day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement (a) on any other business day another Business Day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer Company to Trustee for Preparation of Certificated Securities: ------------------------------------------------------------------------------ After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, on the business day prior to Business Day immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities in which case II-13 such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of ----------------------------------------------------------------------------- Payment Therefor: ---------------- The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount.. Failure of Purchaser to Pay Selling Agent: ----------------------------------------- If a purchaser (other than a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately return the Certificated Security to the Trustee. Immediately upon receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security. ANNEX III ACCOUNTANTS' LETTER ------------------- Pursuant to Sections 4(j) and 6(f), as the case may be, of the Distribution Agreement, the Company's independent certified public accountants shall furnish letters to the effect that:

Date of Settlement. All offers of Certificated Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "Settlement Date") which is the third business day Business Day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement (a) on any other business day another Business Day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer Company to Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, on the business day prior to Business Day immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities in which case such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount.

Date of Settlement. All offers of Certificated Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "“Settlement Date"”) which is the third business day Business Day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement (a) on any other business day another Business Day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer to Trustee for Preparation of Certificated SecuritiesINSTRUCTION FROM COMPANY TO TRUSTEE FOR PREPARATION OF CERTIFICATED SECURITIES: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, on the business day prior to Business Day immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities in which case such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of Payment ThereforPREPARATION AND DELIVERY OF CERTIFICATED SECURITIES BY TRUSTEE AND RECEIPT OF PAYMENT THEREFOR: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's ’s commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's ’s discount.. FAILURE OF PURCHASER TO PAY SELLING AGENT: If a purchaser (other than a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately return the Certificated Security to the Trustee. Immediately upon receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security. Pursuant to Section 4(j) and Section 6(d), as the case may be, of the Distribution Agreement, the Company’s independent certified public accountants shall furnish letters to the effect that:

Date of Settlement. All offers solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "“Settlement Date"”) which is the third business day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer Company to Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities in which case such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's ’s commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's ’s discount. Failure of Purchaser to Pay Selling Agent: If a purchaser (other than a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately return the Certificated Security to the Trustee. Immediately upon receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security.

Date of Settlement. All offers of Certificated Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "“Settlement Date"”) which is the third business day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company, the Guarantor and the purchaser purchaser(s) agree to settlement (a) on any other another business day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer Company to Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company or the Guarantor will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantor) or, in conjunction with the Guarantor, electronic mail or by facsimile transmission or other acceptable written means. Such Issuer The Company and the Guarantor will instruct the Trustee by electronic mail, facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, on the business day prior to immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities Securities, in which case such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser purchaser(s) of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's ’s commission; provided that the Selling Agent reserves the right to withhold any payment for which it has not received funds from the purchaserpurchaser(s). Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's ’s discount. Failure of Purchaser to Pay Selling Agent: If a purchaser (other than a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly notify the Trustee, the Company and the Guarantor thereof by electronic mail or by facsimile transmission or other acceptable written means. The Selling Agent will immediately return the Certificated Security to the Trustee. Immediately upon receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount, if any, previously paid to the Company in respect of such Certificated Security. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, dispose of the Certificated Security in accordance with its procedures then in effect for the disposition of cancelled securities. ANNEX III-1 Form of Opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP [date] To ▇▇▇▇▇▇▇ Sachs & Co. LLC and the Other Agents, Under the Distribution Agreement. Ladies and Gentlemen: [Use the following if the opinion is not being delivered at a Time of Delivery — In connection with your offering and sale from time to time of][We refer to the execution today by you, GS Finance Corp., a Delaware corporation (the “Company”), The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc., a Delaware corporation (the “Guarantor”), and ▇▇▇▇▇▇▇ Sachs & Co. LLC (“GS&Co.”) of the Medium-Term Notes, Series E Amended and Restated Distribution Agreement, dated as of July 10, 2017 (the “MTNE Distribution Agreement”), relating to] the [Company’s] Medium-Term Notes, Series E [of GS Finance Corp., a Delaware corporation (the “Company”)], which are to be fully and unconditionally guaranteed by [The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc., a Delaware corporation (the “Guarantor”)][the Guarantor] and offered for sale from time to time. Such series of securities is hereinafter referred to as the “Series” and any securities to be issued from time to time as part of the Series on or after the date hereof are hereinafter referred to individually as a “Security” and collectively as the “Securities”. The guarantees of the Securities by the Guarantor are hereinafter referred to as the “Guarantees”. The Securities and the Guarantees are to be issued pursuant to the Senior Debt Indenture, dated as of October 10, 2008 and as previously amended (the “Indenture”), among the Company, the Guarantor, as guarantor, and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (the “Trustee”). The Securities are to be offered for sale pursuant to the MTNE Distribution Agreement, and any applicable Terms Agreement (as defined in the MTNE Distribution Agreement), by GS&Co. and the other parties that have been appointed as agents under the MTNE Distribution Agreement (GS&Co. and such other parties, the “Agents”).] [Use the following if the opinion is being delivered at a Time of Delivery — In connection with the [several] purchase[s] today by you [and the other Agents named in Schedule I to][pursuant to] the Terms Agreement, dated , 20 (the “Terms Agreement”), among GS Finance Corp., a Delaware corporation (the “Company”), The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc., a Delaware corporation (the “Guarantor”), and you (the “Agent[s]”), of $ principal amount of the Company’s [ %][Floating Rate] Notes due (the “Securities”) issued pursuant to the Senior Debt Indenture, dated as of October 10, 2008 and as previously amended (the “Indenture”), among the Company, the Guarantor and The Bank of New York Mellon, as Trustee (the “Trustee”), we], as counsel for the Company and the Guarantor, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that:

Date of Settlement. All offers of Certificated Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "Settlement Date") which is the third business day Business Day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement (a) on any other business day another Business Day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer Company to Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, on the business day prior to Business Day immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities in which case such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount.

Date of Settlement. All offers of Certificated Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "Settlement Date") which is the third business day Business Day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement (a) on any other business day Business Day after the date of acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer Company to Trustee for Preparation of Certificated Securities: ------------------------------------------------------------------------------- After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, on the business day prior to Business Day immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities in which case such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of ----------------------------------------------------------------------------- Payment Therefor: ----------------- The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date Date, the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount.. Failure of Purchaser to Pay Selling Agent: ------------------------------------------ If a purchaser (other than a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately return the Certificated Security to the Trustee. Immediately upon receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security. ANNEX III Accountants' Letter Pursuant to Section 4(j) and Section 6(d), as the case may be, of the Distribution Agreement, the Company's independent certified public accountants shall furnish letters to the effect that:

Date of Settlement. All offers solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptanceacceptance (for securities that are not Book-Entry Securities). Instruction from Issuer Company to Trustee for Preparation of Certificated Securities: ----------------------------------- After receiving the Sale Sale-Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, time on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities in which case such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of Payment Therefor: --------------------------------------- The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver release the securities Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securitiesSecurities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver release the certificated Securities to the Purchasing Agent against delivery evidence of receipt of payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount. Failure of Purchaser to Pay Selling Agent: ----------------------------------------- If a purchaser (other than a Purchasing Agent) fails to make payment to the Selling Agent for a Security or the Selling Agent fails to make payment to the Company, the Selling Agent will promptly notify the Trustee and the Company thereof by telephone (confirmed in writing). The Selling Agent will immediately return the Security to the Trustee. Immediately upon receipt of such Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Security.

Date of Settlement. All offers solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer the Company to Trustee Issuing Agent for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee Issuing Agent by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee Issuing Agent by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 2:00 p.m., New York City time, on the second business day prior to the Settlement Date unless unless, in the case of Securities evidenced by a Definitive Certificate, the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated such Securities in which case such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. The Trustee will authenticate and deliver to the Issuing Agent each Security in accordance with the Company's instructions. Preparation and Delivery of Certificated Securities by Trustee Issuing Agent and Receipt of Payment Therefor: The Trustee Issuing Agent will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the Trustee Issuing Agent will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securitiespurchase securities or carry any securities in violation of Regulations G, T, U or X of the Federal Reserve Board or otherwise in violation of law. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee Issuing Agent will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Securities to the Purchasing Agent against delivery by the Purchasing Agent of a receipt therefor. On the Settlement Date the Purchasing Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount.

Date of Settlement. All offers of Certificated Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers GTE will be settled on a date (the "Settlement Date") which is the third business day Business Day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer GTE and the purchaser agree to settlement (a) on any other business day another Business Day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer GTE prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer GTE to Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer GTE will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor GTE will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor GTE prior to 3:00 p.m., New York City time, on the business day prior to Business Day immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer GTE of the offer to purchase Certificated Securities in which case such instruction will be given by such Issuer GTE by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date Date, the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer GTE in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer GTE shall not use any proceeds advanced by a Selling Agent to acquire securities. II-10 In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer GTE in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount.

Date of Settlement. All offers of Certificated Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Bank will be settled on a date (the "“Settlement Date"”) which is the third business day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Bank and the purchaser subscriber agree to settlement (a) on any other another business day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Bank prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer Bank to Trustee for Preparation of Certificated Securities: After receiving the Sale Subscription Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Bank will communicate such Sale Subscription Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Bank will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Bank prior to 3:00 p.m., New York City time, on the business day prior to immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Bank of the offer to purchase subscribe for Certificated Securities in which case such instruction will be given by such Issuer the Bank by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale an issue of Certificated Securities to a purchaser subscriber solicited by an a Selling Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser subscriber of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Bank in an amount equal to the issue price of the Certificated Securities less the Selling Agent's ’s commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchasersubscriber. Such Issuer The Bank shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale an issue of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer the Bank in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's ’s discount. Failure of Subscriber to Pay Selling Agent: If a subscriber (other than a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly notify the Trustee and the Bank thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately return the Certificated Security to the Trustee. Immediately upon receipt of such Certificated Security by the Trustee, the Bank will return to the Selling Agent an amount equal to the amount previously paid to the Bank in respect of such Certificated Security. The Bank will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Bank. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Bank, destroy the Certificated Security.

Date of Settlement. All offers of Certificated Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser purchaser(s) agree to settlement (a) on any other another business day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer Company to Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, on the business day prior to immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities Securities, in which case such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser purchaser(s) of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold any payment for which it has not received funds from the purchaserpurchaser(s). Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount.

Date of Settlement. All offers of Certificated Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers GTE will be settled on a date (the "Settlement Date") which is the third business day Business Day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer GTE and the purchaser agree to settlement (a) on any other business day another Business Day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer GTE prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer GTE to Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer GTE will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor GTE will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor GTE prior to 3:00 p.m., New York City time, on the business day prior to Business Day immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer GTE of the offer to purchase Certificated Securities in which case such instruction will be given by such Issuer GTE by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date Date, the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer GTE in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer GTE shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer GTE in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount.

Date of Settlement. The receipt by the Company of immediately available funds in payment for a Certificated Security shall constitute "Settlement" with respect to such Certificated Security. All offers solicited by a Selling Agent or made by a Purchasing Agent and orders accepted by either of the Issuers Company will be settled on a date (the "Settlement Date") which is the third business day Business Day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement Settlement (a) on any other business day Business Day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance, provided that such day shall be a Business Day. Instruction from Issuer Company to Trustee for Preparation of ------------------------------------------------------ Certificated Securities: ----------------------- After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantor) or, in conjunction with the Guarantor, Company Order by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee by Company Order by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, on the business day Business Day prior to the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities in which case such instruction will be given by such Issuer the Company to the Trustee by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of ---------------------------------------------------------------- Payment Therefor: ---------------- The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent Agent, at the address listed below, for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company's account at a bank designated by the Company and notified by the Company to the Selling Agent at least three days prior to the Settlement Date in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that . Any monies received by an Agent from a purchaser of Securities in payment of the purchase price of such Securities from the time the Trustee delivers the Securities to the Selling Agent reserves to the right to withhold time the Agent delivers payment for which it has not received funds from such Securities to the purchaser. Such Issuer Company's account, as provided above, shall not use any proceeds advanced be held by a Selling Agent to acquire securitiessuch Agent, as agent of the Company. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Certificated Securities to the Purchasing Agent against delivery by the Purchasing Agent of a receipt therefor. On the Settlement Date, the Purchasing Agent will deliver payment for such Certificated Securities in immediately available funds funds, or otherwise pursuant to such Issuer the Terms Agreement, to the account of the Company as designated in the preceding paragraph in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount.. Failure of Purchaser to Pay Selling Agent: ----------------------------------------- If a purchaser (other than a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly notify the Trustee and the Company thereof by telephone (promptly confirmed in writing) or by facsimile transmission or by other acceptable written means. The Selling Agent will immediately return the Certificated Security to the Trustee. Immediately upon receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent the amount previously paid to the Company in respect of such Certificated Security. The Company will, in addition, reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company; provided, however, that the Selling Agent shall be entitled to no reimbursement hereunder if funds are returned on the day on which such funds had been previously credited to the account of the Company such that the Selling Agent is afforded a reasonable opportunity to invest such funds at an overnight rate on such day; and provided further that if the Selling Agent is denied the use of such funds due to its failure to return the relevant Certificated Security to the Trustee in a timely manner it shall only be entitled to reimbursement hereunder in an amount equal to the amount that would have been earned on such funds had such funds been on deposit at an overnight rate during the period between their credit to the account of the Company and their reimbursement to the Agent. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, dispose of the Certificated Security. Delivery of the Certificated Securities: --------------------------------------- Unless otherwise notified by any Agent to the Trustee, the Trustee shall deliver the Certificated Securities in accordance with the procedures set forth above to any Agent (as the case may be) at the following addresses:

Date of Settlement. All offers solicited by a the Selling Agent or made by a the Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement settle (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer the Company to the Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities Securities, in which case such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the Trustee willTrustee, by 2:15 p.m., New York City time, time on the Settlement Date, will deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date Date, the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securitiesSecurities. In the case of a sale of Certificated Securities to a the Purchasing Agent, the Trustee willTrustee, by 2:15 p.m., New York City time, time on the Settlement Date, will deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in In either case, delivery of Certificated Securities shall be made as follows: (i) if to Gold▇▇▇, ▇▇chs & Co., to 85 B▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇csimile Transmission No. (212) ▇▇▇-▇▇▇▇, Attention: Mich▇▇▇ ▇▇▇▇▇▇, (ii) if to Alex. Brow▇ & ▇ons Incorporated, to 135 ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇csimile Transmission No. (410) 783-3033, Attention: Thom▇▇ ▇. ▇▇▇▇▇▇, (iii) if to Chase Securities Inc., to 55 W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇csimile Transmission No. (212) ▇▇▇-▇▇▇▇, Attention: Bria▇ ▇▇▇▇▇, (iv) if to Dona▇▇▇▇▇, ▇▇fkin & Jenr▇▇▇▇ ▇▇▇urities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) ▇▇▇-▇▇▇▇, ▇▇tention: Outsourcing Department for the Account of Dona▇▇▇▇▇, ▇▇fk▇▇ & ▇enr▇▇▇▇ Securities Corporation, (v) if to Lehm▇▇ ▇▇▇thers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO Lehm▇▇ ▇▇▇thers, New ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇csimile Transmission No. (212) ▇▇▇-▇▇▇▇, ▇▇tention: Jenn▇▇▇▇ ▇▇▇▇, (vi) if to Merr▇▇▇ ▇▇▇c▇ & ▇o., Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ Incorporated, to Merr▇▇▇ ▇▇▇c▇ ▇▇▇ey Markets Clearance, 55 W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇.▇. ▇▇ndow, New ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Facsimile Transmission: (212) ▇▇▇-▇▇▇▇, ▇▇tention: Al M▇▇▇▇▇▇▇, (vii) if to J.P. ▇▇▇▇▇▇ ▇▇▇urities Inc., to 60 W▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇csimile Transmission No. (212) ▇▇▇-▇▇▇▇, Attention: MTN Desk and (viii) if to NationsBanc Capital Markets, Inc., to The Bank of New York, One Wall ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇alers Clearance, Wind▇▇ ▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇csimile Transmission No. (212) ▇▇▇-▇▇▇▇, Attention: Ron ▇▇▇▇▇▇. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent immediately available funds will return the Certificated Security to the Trustee. Immediately upon the receipt of such Issuer in Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the issue price amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Securities less Security in respect of which the Purchasing Agent's discountfailure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security.

Date of Settlement. All offers of Certificated Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "“Settlement Date"”) which is the third business day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement (a) on any other another business day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer Company to Trustee or Warrant Agent for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee or Warrant Agent by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee or Warrant Agent by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, on the business day prior to immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities in which case such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee or Warrant Agent and Receipt of Payment Therefor: The Trustee or Warrant Agent will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the Trustee or Warrant Agent will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's ’s commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee or Warrant Agent will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's ’s discount.. Failure of Purchaser to Pay Selling Agent: If a purchaser (other than a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly notify the Trustee or Warrant Agent and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately return the Certificated Security to the Trustee or Warrant Agent. Immediately upon receipt of such Certificated Security by the Trustee or Warrant Agent, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee or Warrant Agent will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security. Pursuant to Sections 4(j) and 6(d), as the case may be, of the Amended and Restated Distribution Agreement dated June 12, 2015, the Company’s independent certified public accountants shall furnish letters to the effect that:

Date of Settlement. All offers of Certificated Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement (a) on any other another business day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer Company to Trustee or Warrant Agent for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee or Warrant Agent by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee or Warrant Agent by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, on the business day prior to immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities in which case such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee or Warrant Agent and Receipt of Payment Therefor: The Trustee or Warrant Agent will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the Trustee or Warrant Agent will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee or Warrant Agent will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount.. II-12 Failure of Purchaser to Pay Selling Agent: If a purchaser (other than a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly notify the Trustee or Warrant Agent and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately return the Certificated Security to the Trustee or Warrant Agent. Immediately upon receipt of such Certificated Security by the Trustee or Warrant Agent, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee or Warrant Agent will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security. ANNEX III ACCOUNTANTS' LETTER Pursuant to Sections 4(j) and 6(d), as the case may be, of the Amended and Restated Distribution Agreement dated ________ __, 200_, the Company's independent certified public accountants shall furnish letters to the effect that: (i) They are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicable rules and regulations adopted by the Commission; (ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, financial forecasts and/or pro forma financial information) examined by them and included in the Registration Statement or the Prospectus as most recently amended or supplemented comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, financial forecasts and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the Agents; (iii) They have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus as most recently amended or supplemented as indicated in their reports thereon copies of which have been furnished to the Agents; and on the basis of specified procedures including inquiries of officials of the Company, who have responsibility for financial and accounting matters regarding whether the unaudited condensed consolidated financial statements referred to in paragraph (vi)(A)(i) below comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations, nothing came to their attention that caused them to believe that the unaudited condensed consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations; (iv) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included in the Prospectus as most recently amended or supplemented agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such fiscal years; (v) They have compared the information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Items 301, 302, 402 and 503(d) respectively, of Regulation S-K; (vi) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included in the Prospectus as amended or supplemented, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) (i) the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus as most recently amended or supplemented do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations, or (ii) any material modifications should be made to the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus as most recently amended or supplemented for them to be in conformity with generally accepted accounting principles; (B) any other unaudited income statement data and balance sheet items included in the Prospectus as most recently amended or supplemented do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included in the Prospectus as most recently amended or supplemented; (C) the unaudited financial statements which were not included in the Prospectus as most recently amended or supplemented but from which were derived the unaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus as most recently amended or supplemented and referred to in clause

Date of Settlement. All offers solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer Company to Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities in which case such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount. Failure of Purchaser to Pay Selling Agent: If a purchaser (other than a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately return the Certificated Security to the Trustee. Immediately upon receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security.

Date of Settlement. All offers of Certificated Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement (a) on any other another business day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer Company to Trustee or Warrant Agent for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee or Warrant Agent by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee or Warrant Agent by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, on the business day prior to immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities in which case such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee or Warrant Agent and Receipt of Payment Therefor: The Trustee or Warrant Agent will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an a Selling Agent, the Trustee or Warrant Agent will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee or Warrant Agent will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount.

Date of Settlement. All offers solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer Company to Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities in which case such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount.

Date of Settlement. All offers solicited by a the Selling Agent or made by a the Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement settle (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Issuer the Company to the Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m., New York City time, on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer the Company of the offer to purchase Certificated Securities Securities, in which case such instruction will be given by such Issuer the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by the Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the Trustee willTrustee, by 2:15 p.m., New York City time, time on the Settlement Date, will deliver the securities Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date Date, the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securitiesSecurities. In the case of a sale of Certificated Securities to a the Purchasing Agent, the Trustee willTrustee, by 2:15 p.m., New York City time, time on the Settlement Date, will deliver the certificated Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount. In either case, delivery of Certificated Securities shall be made as follows: (i) if to ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., to ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Facsimile Transmission No. (▇▇▇) ▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, (ii) if to The Bank of New York, One Wall Street, 3rd Floor, Window ▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Fascimile Transmission No.(▇▇▇) ▇▇▇-▇▇▇▇, Attnetion: ▇▇▇ ▇▇▇▇▇▇▇▇▇, (iii) if to BT Alex. ▇▇▇▇▇ Incorporated, to ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Facsimile Transmission No. (410) 783-3033, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, (iv) if to Chase Securities Inc., to ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Facsimile Transmission No. (▇▇▇) ▇▇▇-▇▇▇▇, Attention: Window 17 and 18, (v) if to ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, to The Chase Manhattan Bank, 4 New York Plaza, Ground Floor, New York, New York 10004, Facsimile Transmission No. (212) 623- 7453, Attention: Outsourcing Department for the Account of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, (vi) if to ▇▇▇▇▇▇ Brothers Inc., to Chemical Bank, 4 New York Plaza, Ground Floor, Receive Window, FAO ▇▇▇▇▇▇ Brothers, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Facsimile Transmission No. (▇▇▇) ▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇, (vii) if to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Money Markets Clearance, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇.▇. Window, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Facsimile Transmission: (▇▇▇) ▇▇▇-▇▇▇▇, Attention: ▇▇ ▇▇▇▇▇▇▇▇, (viii) if to ▇.▇. ▇▇▇▇▇▇ Securities Inc., to ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Facsimile Transmission No. (▇▇▇) ▇▇▇-▇▇▇▇, Attention: MTN Desk, and (ix) if to NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities, LLC, to The Bank of New York, One ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, Dealers Clearance, ▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Facsimile Transmission No. (▇▇▇) ▇▇▇-▇▇▇▇, Attention: ▇▇▇ ▇▇▇▇▇▇. Failure of a Purchaser to Pay the Selling Agent: If a purchaser (other than the Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent promptly will notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent immediately will return the Certificated Security to the Trustee. Immediately upon the receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security.

Date of Settlement. All offers solicited by a Selling Agent or made by a Purchasing Agent and accepted by either of the Issuers Company will be settled on a date (the "Settlement Date") which is the third fifth business day after the date of acceptance of such offer (or the fourth business day thereafter, if on the date of acceptance such acceptance is made after 4:30 p.m., New York City time)offer, unless such Issuer the Company and the purchaser agree to settlement (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by such Issuer prior to 10:00 a.m., New York City time, on the date of such acceptanceoffer. Instruction from Issuer Company to Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the applicable Issuer Company will communicate such Sale Information (together with the name of the Selling Agent or Purchasing Agent, as applicable) to the Trustee by telephone (confirmed in writing by such Issuer and the Guarantorwriting) or, in conjunction with the Guarantor, or by facsimile transmission or other acceptable written means. Such Issuer and the Guarantor The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m.P.M., New York City time, on the Settlement Date. Such instruction will be given by such Issuer and the Guarantor Company prior to 3:00 p.m.P.M., New York City time, on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by such Issuer of the offer to purchase Certificated Securities in which case such instruction will be given by such Issuer by 11:00 a.m., New York City timeDate. II-48 49 Preparation and Delivery of Certificated Securities by Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the Trustee will, by 2:15 p.m.P.M., New York City time, on the Settlement Date, deliver the securities Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in by wire transfer to a bank account specified by the Company of immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. Such Issuer The Company shall not use any proceeds advanced by a Selling Agent to acquire securities. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 p.m.P.M., New York City time, on the Settlement Date, deliver the certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in by wire transfer to a bank account specified by the Company of immediately available funds to such Issuer the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount.