Common use of Purchases as Principal Clause in Contracts

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, and the Company and the Trust, on the other hand pursuant to this Distribution Agreement. A Dealer's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, the nondefaulting Dealer(s) shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s); or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Dealer. No action taken pursuant to this paragraph shall relieve any defaulting Dealer from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the an Issuing Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(sAgent(s), on one hand, and the Company Global Funding and the such Issuing Trust, on the other hand pursuant to this Distribution hand, specified in the Terms Agreement. A DealerAn Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company Global Funding and the Issuing Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable Terms Agreement Each purchase of Notes by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as the Purchasing Agent, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in SCHEDULE 2 hereto. Any other purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in SCHEDULE 3 hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for Global Funding and an Issuing Trust, on one hand, and two or more Dealers Agents, on the other hand, enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Issuing Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted NotesDEFAULTED NOTES"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s)Agents, on one hand, or the Company Global Funding and the such Issuing Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, to you as principal shall be made in accordance with terms herein and the terms agreed upon between of this Agreement and a separate agreement which will provide for the sale of such Dealer(s), on one handNotes to, and the Company purchase and reoffering thereof by, you. Each such separate agreement (which may be oral or written, and which may be substantially in the form of Exhibit A hereto or which may take the form of an exchange of any standard form of written telecommunication between you and the Trust, on the other hand pursuant Company) is herein referred to this Distribution as a "Terms Agreement". A Dealer's Your commitment to purchase Notes as principal principal, whether pursuant to a Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) Each agreement by you to purchase Notes as principal shall specify the principal amount of Notes to be purchased by you pursuant thereto, the price to be paid to the Company for such Notes, and such other terms, conditions and requirements as may engage be agreed upon between us. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the services independent public accountants of any broker the Company pursuant to Section 7 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by you. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission ___________________ * Or the equivalent of U.S. $25 or U.S. $1,000, as the case may be, in the Specified Currency. set forth in Schedule A hereto. You may utilize a selling or dealer group in connection with the resale of the Notes purchased by them you as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealerprincipal. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust Company as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i1) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (ii2) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, Agents or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, Each sale of Program Securities to you as principal shall be made in accordance with the terms herein of this Agreement. In connection with each such sale, the relevant Issuer will enter into a Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement that will provide for the sale of such Program Securities to and the terms agreed upon purchase thereof by you. Each Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement will take the form of either (i) a written agreement between such Dealer(syou and the relevant Issuer, which may be substantially in the form of Exhibit A, Exhibit A-1 or Exhibit A-2 (as applicable) hereto (in the case of Notes, a “Written Notes Terms Agreement,” in the case of Units, a “Written Units Terms Agreement” and in the case of Warrants, a “Written Warrants Terms Agreement”), on one hand, or (ii) an oral agreement between you and the Company and relevant Issuer confirmed in writing by you to the Trust, on the other hand pursuant to this Distribution Agreementrelevant Issuer. A Dealer's Your commitment to purchase Notes Program Securities as principal pursuant to a Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company relevant Issuer and the Trust Guarantor, if applicable, herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: Each (i) if Notes Terms Agreement shall specify the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all you pursuant thereto, the maturity date of such Dealers on the Settlement DateNotes, the nondefaulting Dealer(s) shall price to be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear paid to the underwriting obligations relevant Issuer for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of all nondefaulting Dealer(s); or such Notes, (ii) if Units Terms Agreement shall specify (a) the aggregate principal amount information set forth in (i) above with respect to any Notes issued as part of Defaulted a Unit, (b) with respect to any Warrants issued as part of a Unit, the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants and (c) with respect to any Purchase Contracts issued as part of a Unit, the settlement date, the purchase or sale price or any other terms of such Purchase Contracts and (iii) Warrants Terms Agreement shall specify the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants. Each such Notes exceeds 10% Terms Agreement, Units Terms Agreement or Warrants Terms Agreement may also specify any requirements for officers’ certificates, opinions of counsel and letters from the independent auditors of the aggregate relevant Issuer and/or the Guarantor, if applicable, pursuant to Section ‎5. A Notes Terms Agreement, a Unit Terms Agreement and a Warrants Terms Agreement may also specify certain provisions relating to the reoffering of such Notes, Units or Warrants, as the case may be, by you. Each Notes Terms Agreement, each Units Terms Agreement and each Warrants Terms Agreement shall specify the time and place of delivery of and payment for such Notes, Units or Warrants, as the case may be. Unless otherwise specified in a Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, the procedural details relating to the issue and delivery of Notes, Units or Warrants, as the case may be, purchased by you as principal amount and the payment therefor shall be as set forth in the Administrative Procedures. Each date of Notes delivery of and payment for Program Securities to be so purchased by all of such Dealers on you as principal pursuant to a Notes Terms Agreement, a Units Terms Agreement, or a Warrants Terms Agreement, as the case may be, is referred to herein as a “Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Dealer. No action taken pursuant to this paragraph shall relieve any defaulting Dealer from liability in respect of its default. In the event of any such default which does not result .” Unless otherwise specified in a termination of Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, if you are purchasing Program Securities as principal, you may resell such agreementProgram Securities to other dealers. Any such sales may be at a discount, either which shall not exceed the nondefaulting Dealer(s), on one hand, or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes amount set forth in the Registration Statement Time of Sale Prospectus and Prospectus relating to such Notes, Units or the Prospectus or in any other documents or arrangementsWarrants.

Purchases as Principal. Notes purchased from the a Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company and such Trust (which terms, unless otherwise agreed, shall, to the Trustextent applicable, on include those terms specified in the other hand pursuant applicable Pricing Supplement and shall be agreed upon orally, with written confirmation to be in the form of the applicable Terms Agreement). Unless the context otherwise requires, references herein to “this Distribution Agreement. A Dealer's commitment ” shall include the applicable Terms Agreement of one or more Agents to purchase Notes from a Trust as principal principal. Each purchase of Notes by the Agents (other than the Retail Agents), unless otherwise agreed, shall be deemed at a discount from the principal amount of each such Note equivalent to have been made on the basis applicable commission set forth in Schedule B hereto. Each purchase of Notes by a Retail Agent, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule C hereto. Each resale of the representations Notes by the Lead Retail Agent to any Co-Agent shall be on terms agreed between the Lead Retail Agent and warranties the applicable Co-Agent(s), which terms shall not be inconsistent with any provisions relating to the reoffering of such Notes specified in the applicable Terms Agreement entered into among the Lead Retail Agent on behalf of the applicable Co-Agent(s), the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forthrelevant Trust. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from a Trust in connection with such purchases to any broker such brokers or dealerdealers. If this Distribution Agreement provides for a Trust and two or more Dealers Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i1) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the applicable Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (ii2) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the applicable Settlement Date, such agreement Terms Agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreementTerms Agreement, either the nondefaulting Dealer(s), on one hand, Agents or the Company and the Trust, on the other hand, such Trust shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, Each sale of Program Securities to you as principal shall be made in accordance with the terms herein of this Agreement. In connection with each such sale, the relevant Issuer will enter into a Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement that will provide for the sale of such Program Securities to and the terms agreed upon purchase thereof by you. Each Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement will take the form of either (i) a written agreement between such Dealer(syou and the relevant Issuer, which may be substantially in the form of Exhibit A, Exhibit A-1 or Exhibit A-2 (as applicable) hereto (in the case of Notes, a “Written Notes Terms Agreement,” in the case of Units, a “Written Units Terms Agreement” and in the case of Warrants, a “Written Warrants Terms Agreement”), on one hand, or (ii) an oral agreement between you and the Company and relevant Issuer confirmed in writing by you to the Trust, on the other hand pursuant to this Distribution Agreementrelevant Issuer. A Dealer's Your commitment to purchase Notes Program Securities as principal pursuant to a Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company relevant Issuer and the Trust Guarantor, if applicable, herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: Each (i) if Notes Terms Agreement shall specify the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all you pursuant thereto, the maturity date of such Dealers on the Settlement DateNotes, the nondefaulting Dealer(s) shall price to be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear paid to the underwriting obligations relevant Issuer for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of all nondefaulting Dealer(s); or such Notes, (ii) if Units Terms Agreement shall specify (a) the aggregate principal amount information set forth in (i) above with respect to any Notes issued as part of Defaulted a Unit, (b) with respect to any Warrants issued as part of a Unit, the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants and (c) with respect to any Purchase Contracts issued as part of a Unit, the settlement date, the purchase or sale price or any other terms of such Purchase Contracts and (iii) Warrants Terms Agreement shall specify the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants. Each such Notes exceeds 10% Terms Agreement, Units Terms Agreement or Warrants Terms Agreement may also specify any requirements for officers’ certificates, opinions of counsel and letters from the independent auditors of the aggregate relevant Issuer and/or the Guarantor, if applicable, pursuant to Section ‎5 hereof. A Notes Terms Agreement, a Unit Terms Agreement and a Warrants Terms Agreement may also specify certain provisions relating to the reoffering of such Notes, Units or Warrants, as the case may be, by you. Each Notes Terms Agreement, each Units Terms Agreement and each Warrants Terms Agreement shall specify the time and place of delivery of and payment for such Notes, Units or Warrants, as the case may be. Unless otherwise specified in a Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, the procedural details relating to the issue and delivery of Notes, Units or Warrants, as the case may be, purchased by you as principal amount and the payment therefor shall be as set forth in the Administrative Procedures. Each date of Notes delivery of and payment for Program Securities to be so purchased by all of such Dealers on you as principal pursuant to a Notes Terms Agreement, a Units Terms Agreement, or a Warrants Terms Agreement, as the case may be, is referred to herein as a “Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Dealer. No action taken pursuant to this paragraph shall relieve any defaulting Dealer from liability in respect of its default. In the event of any such default which does not result .” Unless otherwise specified in a termination of Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, if you are purchasing Program Securities as principal, you may resell such agreementProgram Securities to other dealers. Any such sales may be at a discount, either which shall not exceed the nondefaulting Dealer(s), on one hand, or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes amount set forth in the Registration Statement Time of Sale Prospectus and Prospectus relating to such Notes, Units or the Prospectus or in any other documents or arrangementsWarrants.

Purchases as Principal. Each sale of Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, to an Agent as principal shall be made in accordance with the terms contained herein and pursuant to a separate agreement which will provide for the terms agreed upon between sale of such Dealer(s), on one handNotes to, and the purchase and reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement, if confirmed in writing by facsimile transmission or otherwise) between an Agent and the Company is herein referred to as a “Terms Agreement.” Unless the context otherwise requires, each reference contained herein to “this Agreement” shall be deemed to include any applicable Terms Agreement between the Company and the Trustan Agent. Each such Terms Agreement, on the other hand pursuant whether oral or written, shall be with respect to this Distribution Agreementsuch information (as applicable) as is specified in Exhibit A hereto. A Dealer's An Agent’s commitment to purchase Notes as principal pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust Guarantor herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(sEach Terms Agreement shall specify the principal amount or face amount, as applicable, of Notes to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Notes, the time and place of delivery of and payment for such Notes, any provisions relating to rights of, and default by, purchasers acting together with the Agent in the reoffering of such Notes, and such other provisions (including further terms of such Notes) as may engage the services of any broker be mutually agreed upon. An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased by them as principal and the Agents may allow all or sell any portion such Notes to any dealers at a discount but, unless specified otherwise in the applicable Pricing Supplement, such discount allowed to any dealer shall not be in excess of the discount received payable to the Agents by them in connection with such purchases the Company. Such Terms Agreement shall also specify the requirements for the officer’s certificate, opinions of counsel and comfort letter pursuant to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"Sections 7(a), then the nondefaulting Dealer(s7(b) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s7(c) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, the nondefaulting Dealer(s) shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s); or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Dealer. No action taken pursuant to this paragraph shall relieve any defaulting Dealer from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangementshereof.

Purchases as Principal. Notes purchased from the a Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company and such Trust (which terms, unless otherwise agreed, shall, to the Trustextent applicable, on include those terms specified in the other hand pursuant applicable Pricing Supplement and shall be agreed upon orally, with written confirmation to be in the form of the applicable Terms Agreement). Unless the context otherwise requires, references herein to “this Distribution Agreement. A Dealer's commitment ” (or similar phrases) shall include the applicable Terms Agreement of one or more Agents to purchase Notes from a Trust as principal principal. Each purchase of Notes by the Agents under the Institutional Program, unless otherwise agreed in the applicable Terms Agreement, shall be deemed at a discount from the principal amount of each such Note equivalent to have been made on the basis applicable commission set forth in Schedule B hereto. Each purchase of Notes by the representations and warranties of Agents under the Company and Retail Programs, unless otherwise agreed in the Trust herein contained and applicable Terms Agreement, shall be subject at a discount from the principal amount of each such Note equivalent to the terms and conditions herein applicable commission set forthforth in Schedule C hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from a Trust in connection with such purchases to any broker such brokers or dealerdealers. If this Distribution Agreement provides for a Trust and two or more Dealers Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which that it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) non-defaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the applicable Settlement Date, the nondefaulting Dealer(s) non-defaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)non-defaulting Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the applicable Settlement Date, such agreement Terms Agreement shall terminate without liability on the part of any nondefaulting Dealernon-defaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which that does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, non-defaulting Agents or the Company and the Trust, on the other hand, such Trust shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the applicable Time of Sale Prospectus or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, Each sale of Program Securities to you as principal shall be made in accordance with the terms herein of this Agreement. In connection with each such sale, the Company will enter into a Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement that will provide for the sale of such Program Securities to and the terms agreed upon purchase thereof by you. Each Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement will take the form of either (i) a written agreement between such Dealer(syou and the Company, which may be substantially in the form of Exhibit A, Exhibit A-1 or Exhibit A-2 (as applicable) hereto (in the case of Notes, a “Written Notes Terms Agreement,” in the case of Units, a “Written Units Terms Agreement” and in the case of Warrants, a “Written Warrants Terms Agreement”), on one hand, or (ii) an oral agreement between you and the Company and confirmed in writing by you to the Trust, on the other hand pursuant to this Distribution AgreementCompany. A Dealer's Your commitment to purchase Notes Program Securities as principal pursuant to a Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: Each (i) if Notes Terms Agreement shall specify the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all you pursuant thereto, the maturity date of such Dealers on the Settlement DateNotes, the nondefaulting Dealer(s) shall price to be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear paid to the underwriting obligations Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of all nondefaulting Dealer(s); or such Notes, (ii) if Units Terms Agreement shall specify (a) the aggregate principal amount information set forth in (i) above with respect to any Notes issued as part of Defaulted a Unit, (b) with respect to any Warrants issued as part of a Unit, the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants and (c) with respect to any Purchase Contracts issued as part of a Unit, the settlement date, the purchase or sale price or any other terms of such Purchase Contracts and (iii) Warrants Terms Agreement shall specify the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants. Each such Notes exceeds 10% Terms Agreement, Units Terms Agreement or Warrants Terms Agreement may also specify any requirements for officers’ certificates, opinions of counsel and letters from the independent auditors of the aggregate Company pursuant to Section 4 hereof. A Notes Terms Agreement, a Unit Terms Agreement and a Warrants Terms Agreement may also specify certain provisions relating to the reoffering of such Notes, Units or Warrants, as the case may be, by you. Each Notes Terms Agreement, each Units Terms Agreement and each Warrants Terms Agreement shall specify the time and place of delivery of and payment for such Notes, Units or Warrants, as the case may be. Unless otherwise specified in a Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, the procedural details relating to the issue and delivery of Notes, Units or Warrants, as the case may be, purchased by you as principal amount and the payment therefor shall be as set forth in the Administrative Procedures. Each date of Notes delivery of and payment for Program Securities to be so purchased by all of such Dealers on you as principal pursuant to a Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, as the case may be, is referred to herein as a “Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Dealer. No action taken pursuant to this paragraph shall relieve any defaulting Dealer from liability in respect of its default. In the event of any such default which does not result .” Unless otherwise specified in a termination of Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, if you are purchasing Program Securities as principal you may resell such agreementProgram Securities to other dealers. Any such sales may be at a discount, either which shall not exceed the nondefaulting Dealer(s), on one hand, or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes amount set forth in the Registration Statement Time of Sale Prospectus and Prospectus relating to such Notes, Units or the Prospectus or in any other documents or arrangementsWarrants.

Purchases as Principal. Notes purchased from the a Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company and such Trust (which terms, unless otherwise agreed, shall, to the Trustextent applicable, on include those terms specified in the other hand pursuant applicable Pricing Supplement and shall be agreed upon orally, with written confirmation to be in the form of the applicable Terms Agreement). Unless the context otherwise requires, references herein to "this Distribution Agreement. A Dealer's commitment " (or similar phrases) shall include the applicable Terms Agreement of one or more Agents to purchase Notes from a Trust as principal principal. Each purchase of Notes by the Agents (other ▇▇▇▇ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, acting in its capacity as the Retail Agent), unless otherwise agreed in the applicable Terms Agreement, shall be deemed at a discount from the principal amount of each such Note equivalent to have been made on the basis applicable commission set forth in Schedule B hereto. Each purchase of Notes by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, acting in its capacity as the representations and warranties of Retail Agent, unless otherwise agreed in the Company and the Trust herein contained and applicable Terms Agreement, shall be subject at a discount from the principal amount of each such Note equivalent to the terms and conditions herein applicable commission set forthforth in Schedule C hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from a Trust in connection with such purchases to any broker such brokers or dealerdealers. If this Distribution Agreement provides for a Trust and two or more Dealers Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which that it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) non-defaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the applicable Settlement Date, the nondefaulting Dealer(s) non-defaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)non-defaulting Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the applicable Settlement Date, such agreement Terms Agreement shall terminate without liability on the part of any nondefaulting Dealernon-defaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which that does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, non-defaulting Agents or the Company and the Trust, on the other hand, such Trust shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the applicable Time of Sale Prospectus or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the an Issuing Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(sAgent(s), on one hand, and the Company Global Funding and the such Issuing Trust, on the other hand pursuant to this Distribution hand, specified in the Terms Agreement. A Dealer's An Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company Global Funding and the Issuing Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable Terms Agreement Each purchase of Notes by ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as the Purchasing Agent, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule 2 hereto. Any other purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule 3 hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for Global Funding and an Issuing Trust, on one hand, and two or more Dealers Agents, on the other hand, enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Issuing Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreementTerms Agreement, either the nondefaulting Dealer(s)Agents, on one hand, or the Company Global Funding and the such Issuing Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, and the Company and the Trust, on the other hand pursuant to this Distribution Agreement. A Dealer's ’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, the nondefaulting Dealer(s) shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s); or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Dealer. No action taken pursuant to this paragraph shall relieve any defaulting Dealer from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(sAgent(s), on one hand, and the Company and the Trust, on the other hand pursuant hand, (which terms, unless otherwise agreed, shall, to this Distribution Agreementthe extent applicable, include those terms specified in EXHIBIT A hereto and shall be agreed upon orally, with written confirmation prepared by such Agent(s) and mailed to the Trust). A DealerAn Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable agreement of one or more Agents to purchase Notes from the Trust as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in SCHEDULE 2 hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for the Trust, on one hand, and two or more Dealers Agents, on the other hand, enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted NotesDEFAULTED NOTES"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s)Agents, on one hand, or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the S-1 Registration Statement or the Prospectus or in any other documents or arrangements.

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

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, and the Company and the Trust, on the other hand pursuant to this Distribution Agreement. A Dealer's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, the nondefaulting Dealer(s) shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s); or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Dealer. No action taken pursuant to this paragraph shall relieve any defaulting Dealer from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes Securities purchased from the Trust Operating Partnership by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company Operating Partnership (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in EXHIBIT A hereto and be agreed upon orally, with written confirmation prepared by such Agent or Agents and mailed to the Trust, on the other hand pursuant to this Distribution AgreementOperating Partnership). A DealerAn Agent's commitment to purchase Notes Securities as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust Transaction Entities herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable agreement of one or more Agents to purchase Securities from the Operating Partnership as principal. Each purchase of Securities, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in SCHEDULE A hereto. The Dealer(s) Agents may engage the services of any other broker or dealer in connection with the resale of the Notes Securities purchased by them as principal and may allow all or any portion of the discount received by them from the Operating Partnership in connection with such purchases to any broker such brokers and dealers. At the time of each purchase of Securities from the Partnerships by one or dealermore Agents as principal, such Agent or Agents shall specify the requirements for the stand-off agreement, officers' certificate, opinions of counsel and comfort letter pursuant to Sections 4(k), 7(b), 7(c) and 7(d) hereof. If this Distribution Agreement provides for the Operating Partnership and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes Securities from the Trust Operating Partnership as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes Securities which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i1) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes Securities to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (ii2) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes Securities to be so purchased by all of such Dealers Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, Agents or the Company and the Trust, on the other hand, Operating Partnership shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the a Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company and such Trust (which terms, unless otherwise agreed, shall, to the Trustextent applicable, on include those terms specified in the other hand pursuant Pricing Supplement and shall be agreed upon orally, with written confirmation to be in the form of the Terms Agreement). Unless the context otherwise requires, references herein to "this Distribution Agreement. A Dealer's commitment " shall include the applicable Terms Agreement of one or more Agents to purchase Notes from a Trust as principal principal. Each purchase of Notes by the Agents (other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting in its ▇▇▇▇▇▇▇▇ ▇▇ the Retail Agen▇), ▇▇les▇ ▇▇▇erwise agreed, shall be deemed at a discount from the principal amount of each such Note equivalent to have been made on the basis applicable commission set forth in Schedule B hereto. Each purchase of Notes by Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting in its capa▇▇▇▇ ▇▇ the representations and warranties of the Company and the Trust herein contained and Retail Agen▇, ▇▇▇ess ▇▇▇▇rwise agreed, shall be subject at a discount from the principal amount of each such Note equivalent to the terms and conditions herein applicable commission set forthforth in Schedule C hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from a Trust in connection with such purchases to any broker such brokers or dealerdealers. If this Distribution Agreement provides for a Trust and two or more Dealers Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, such agreement Terms Agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, Agents or the Company and the Trust, on the other hand, such Trust shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Unless otherwise agreed by an Agent and the Operating Partnership, Notes shall be purchased from the Trust by the Dealer(s), individually or in a syndicate, such Agent as principal principal. Such purchases shall be made in accordance with terms herein agreed upon by one or more Agents and the Operating Partnership (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and be agreed upon between orally, with written confirmation prepared by such Dealer(sAgent or Agents and mailed to the Operating Partnership), on one hand, and the Company and the Trust, on the other hand pursuant to this Distribution Agreement. A DealerAn Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust Operating Partnership herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the agreement of one or more Agents to purchase Notes from the Operating Partnership as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The Dealer(s) Agents may engage the services of any other broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases from the Operating Partnership to any broker such brokers and dealers. At the time of each purchase of Notes by one or dealermore Agents as principal, such Agent or Agents shall specify the requirements for the stand-off agreement, officers' certificate, opinions of counsel and comfort letter pursuant to Sections 4(k), 7(b), 7(c) and 7(d) hereof. If this Distribution Agreement provides for the Operating Partnership and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust Operating Partnership as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; providedPROVIDED, howeverHOWEVER, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, Agents or the Company and the Trust, on the other hand, Operating Partnership shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, Each sale of Securities to you as ---------------------- principal shall be made in accordance with the terms herein of this Agreement and a separate agreement which will provide for the sale of such Securities to and the terms agreed upon between purchase and reoffering thereof by you. Each such Dealer(s), on one hand, separate agreement (which may be an oral agreement confirmed in writing) is herein referred to as a "Terms Agreement". Each written Terms Agreement may be substantially in the form of Exhibit A hereto and the Company and the Trust, on the other hand pursuant may be transmitted to this Distribution Agreementyou in any generally accepted form of telecommunication. A Dealer's Your commitment to purchase Notes as principal Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Securities to be purchased by you pursuant thereto, the price to be paid to the Company for such Securities, the initial public offering price, if any, at which the Securities are proposed to be reoffered, and the time and place of delivery of and payment for such Securities (the "Settlement Date"). Such Terms Agreement shall also specify any requirements for opinions of counsel and letters from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP pursuant to Section 5 hereof, any exception to Section 3(k) and any other provision agreed to by the parties thereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of offer the Notes they have purchased by them as principal and to other dealers. The Agents may allow all or sell Notes to any portion dealer at a discount and, unless otherwise specified in the applicable Pricing Supplement, such discount allowed to any dealer will not be in excess of the discount to be received by them such Agent from the Company. Unless otherwise indicated in connection with the applicable Pricing Supplement, any Note sold to an Agent as principal will be purchased by such purchases Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to any broker or dealer. If this Distribution Agreement provides for two or more Dealers agency sale of a Note of identical maturity, and may be resold by the Agent to purchase Notes investors and other purchasers from the Trust as principal and time to time in one or more of such Dealers shall fail transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the Settlement Date to purchase the Notes which it time of sale or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon resold to certain dealers as described above. After the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount initial public offering of Notes to be so purchased by all of such Dealers resold to investors and other purchasers on the Settlement Datea fixed public offering price basis, the nondefaulting Dealer(s) shall public offering price, concession and discount may be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s); or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Dealer. No action taken pursuant to this paragraph shall relieve any defaulting Dealer from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangementschanged.

Purchases as Principal. Notes purchased from the a Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company and such Trust (which terms, unless otherwise agreed, shall, to the Trustextent applicable, on include those terms specified in the other hand pursuant applicable Pricing Supplement and shall be agreed upon orally, with written confirmation to be in the form of the applicable Terms Agreement). Unless the context otherwise requires, references herein to "this Distribution Agreement. A Dealer's commitment " (or similar phrases) shall include the applicable Terms Agreement of one or more Agents to purchase Notes from a Trust as principal principal. Each purchase of Notes by the Agents (other ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, acting in its capacity as the Retail Agent), unless otherwise agreed in the applicable Terms Agreement, shall be deemed at a discount from the principal amount of each such Note equivalent to have been made on the basis applicable commission set forth in Schedule B hereto. Each purchase of Notes by ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, acting in its capacity as the representations and warranties of Retail Agent, unless otherwise agreed in the Company and the Trust herein contained and applicable Terms Agreement, shall be subject at a discount from the principal amount of each such Note equivalent to the terms and conditions herein applicable commission set forthforth in Schedule C hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from a Trust in connection with such purchases to any broker such brokers or dealerdealers. If this Distribution Agreement provides for a Trust and two or more Dealers Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which that it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) non-defaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the applicable Settlement Date, the nondefaulting Dealer(s) non-defaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)non-defaulting Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the applicable Settlement Date, such agreement Terms Agreement shall terminate without liability on the part of any nondefaulting Dealernon-defaulting Agent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which that does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, non-defaulting Agents or the Company and the Trust, on the other hand, such Trust shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the applicable Time of Sale Prospectus or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, and the Company and the Trust, on the other hand pursuant to this the Distribution Agreement. A Dealer's ’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this the Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, the nondefaulting Dealer(s) shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s); or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Dealer. No action taken pursuant to this paragraph shall relieve any defaulting Dealer from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, Each sale of Securities to an Agent as principal shall be made in accordance with the terms contained herein and the terms agreed upon between such Dealer(s), on one hand, and (unless the Company and the TrustAgent shall otherwise agree) in a separate agreement which will provide for the sale of such Securities to, on and the other hand pursuant purchase and reoffering thereof by, the Agent. Each such separate agreement (which may be an oral agreement) between an Agent and the Company is herein referred to as a “Terms Agreement.” Unless the context otherwise requires, each reference contained herein to “this Distribution Agreement” shall be deemed to include any applicable Terms Agreement between the Company and an Agent. Each such Terms Agreement, whether oral or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A Dealer's hereto. An Agent’s commitment to purchase Notes Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(sEach Terms Agreement shall specify (i) may engage the services principal amount of Securities to be purchased by such Agent pursuant thereto, (ii) the price to be paid to the Company for such Securities (which shall be at a discount, if any, as specified in a Terms Agreement), (iii) the time and place of delivery of and payment for such Securities, (iv) any provisions relating to the rights of and any default by any broker or dealer acting together with such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the Securities) as may be mutually agreed upon. The Agents may utilize a selling or dealer group in connection with the resale of the Notes Securities purchased by them as principal and may allow all reallow to any broker or dealer any portion of the discount received or commission payable pursuant hereto. Such Terms Agreement shall also specify the requirements for the stand-off agreement, officer’s certificate, opinions of counsel and comfort letter pursuant to Sections 3(l), 5(b), 5(c), 5(d), 5(f) and 5(g) hereof. Securities to be purchased by them an Agent as principal are herein called the “Purchased Securities.” Purchased Securities will be represented by a global certificate (the “Book-Entry Securities”) registered in connection with the name of the depositary (the “Depositary”) specified in the Prospectus or by certificates issued in definitive form (the “Certificated Securities”). Delivery of Certificated Securities shall be made to the Agent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, in either case, against payment by the Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in such purchases names and in such denominations as the Agent may request not less than two full business days prior to any broker or dealerthe applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the Agent in the city in which delivery and payment is to occur, not later than 2:00 p.m., New York City time, on the business day prior to the applicable Closing Date. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes Securities from the Trust Company as principal and one or more of such Dealers Agents shall fail at on the Settlement Closing Date to purchase the Notes Securities which it or they are obligated to purchase (the "“Defaulted Notes"Securities”), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Notes Securities does not exceed 10% of the aggregate principal amount of Notes Securities to be so purchased by all of such Dealers Agents on the Settlement Closing Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (iib) if the aggregate principal amount of Defaulted Notes Securities exceeds 10% of the aggregate principal amount of Notes Securities to be so purchased by all of such Dealers Agents on the Settlement Closing Date, such agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, Agents or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, Each sale of Program Securities to you as principal shall be made in accordance with the terms herein of this Agreement. In connection with each such sale, the relevant Issuer will enter into a Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement that will provide for the sale of such Program Securities to and the terms agreed upon purchase thereof by you. Each Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement will take the form of either (i) a written agreement between such Dealer(syou and the relevant Issuer, which may be substantially in the form of Exhibit A, Exhibit A-1 or Exhibit A-2 (as applicable) hereto (in the case of Notes, a “Written Notes Terms Agreement,” in the case of Units, a “Written Units Terms Agreement” and in the case of Warrants, a “Written Warrants Terms Agreement”), on one hand, or (ii) an oral agreement between you and the Company and relevant Issuer confirmed in writing by you to the Trust, on the other hand pursuant to this Distribution Agreementrelevant Issuer. A Dealer's Your commitment to purchase Notes Program Securities as principal pursuant to a Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company relevant Issuer and the Trust Guarantor, if applicable, herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: Each (i) if Notes Terms Agreement shall specify the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all you pursuant thereto, the maturity date of such Dealers on the Settlement DateNotes, the nondefaulting Dealer(s) shall price to be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear paid to the underwriting obligations relevant Issuer for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of all nondefaulting Dealer(s); or such Notes, (ii) if Units Terms Agreement shall specify (a) the aggregate principal amount information set forth in (i) above with respect to any Notes issued as part of Defaulted a Unit, (b) with respect to any Warrants issued as part of a Unit, the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants and (c) with respect to any Purchase Contracts issued as part of a Unit, the settlement date, the purchase or sale price or any other terms of such Purchase Contracts and (iii) Warrants Terms Agreement shall specify the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants. Each such Notes exceeds 10% Terms Agreement, Units Terms Agreement or Warrants Terms Agreement may also specify any requirements for officers’ certificates, opinions of counsel and letters from the independent auditors of the aggregate relevant Issuer and/or the Guarantor, if applicable, pursuant to Section 5 hereof. A Notes Terms Agreement, a Unit Terms Agreement and a Warrants Terms Agreement may also specify certain provisions relating to the reoffering of such Notes, Units or Warrants, as the case may be, by you. Each Notes Terms Agreement, each Units Terms Agreement and each Warrants Terms Agreement shall specify the time and place of delivery of and payment for such Notes, Units or Warrants, as the case may be. Unless otherwise specified in a Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, the procedural details relating to the issue and delivery of Notes, Units or Warrants, as the case may be, purchased by you as principal amount and the payment therefor shall be as set forth in the Administrative Procedures. Each date of Notes delivery of and payment for Program Securities to be so purchased by all of such Dealers on you as principal pursuant to a Notes Terms Agreement, a Units Terms Agreement, or a Warrants Terms Agreement, as the case may be, is referred to herein as a “Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Dealer. No action taken pursuant to this paragraph shall relieve any defaulting Dealer from liability in respect of its default. In the event of any such default which does not result .” Unless otherwise specified in a termination of Notes Terms Agreement, a Units Terms Agreement or a Warrants Terms Agreement, if you are purchasing Program Securities as principal, you may resell such agreementProgram Securities to other dealers. Any such sales may be at a discount, either which shall not exceed the nondefaulting Dealer(s), on one hand, or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes amount set forth in the Registration Statement Time of Sale Prospectus and Prospectus relating to such Notes, Units or the Prospectus or in any other documents or arrangementsWarrants.

Purchases as Principal. The Agents shall have no obligation to purchase Notes purchased as principal, whether from the Trust by the Dealer(s)Company or otherwise, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, and unless the Company and the Trustapplicable Agent(s) agree as set forth below. The Company agrees that whenever it determines to sell Notes directly to an Agent as principal it will enter into a separate Terms Agreement (each, on the other hand pursuant a “Terms Agreement”), which, if requested by such Agent, will be in writing. Each such Terms Agreement shall be with respect to such information (as applicable) set forth in Annex I hereto. References herein to “this Distribution Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean this Agreement and any applicable Terms Agreement. A Dealer's commitment Each Terms Agreement shall specify the applicable Agent(s), the principal amount of Notes to purchase be purchased by each such Agent pursuant thereto, the price to be paid to the Company for such Notes as principal (which, if not so specified in such Terms Agreement, shall be deemed at a discount equivalent to have been made on the basis applicable commission set forth in Schedule A hereto), the Settlement Date (as defined below) for such Notes and such other provisions (including, but not limited to, further terms of the representations and warranties of the Company and the Trust herein contained and shall Notes) as may be subject mutually agreed upon. Each Agent is authorized to the terms and conditions herein set forth. The Dealer(s) may engage the services of any broker utilize a selling or dealer group in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from the Company in connection with such purchases to such selling or dealer groups. Such Terms Agreement shall also specify whether or not any broker or dealerof the officer’s certificates, opinions of counsel, and accountant’s comfort letter pursuant to Sections 3(o), 3(p) and 3(q), respectively, hereof shall be required to be delivered by the Company on the related Settlement Date. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the Trust Company as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters underwriters, reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if no such arrangements arrangement shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, such agreement Terms Agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreementTerms Agreement, either the nondefaulting Dealer(s), on one hand, Agents or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the an Issuing Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(sAgent(s), on one hand, and the Company Global Funding and the such Issuing Trust, on the other hand pursuant to this Distribution hand, specified in the Terms Agreement. A Dealer's An Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company Global Funding and the Issuing Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable Terms Agreement Each purchase of Notes by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as the Purchasing Agent, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule 2 hereto. Any other purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule 3 hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for Global Funding and an Issuing Trust, on one hand, and two or more Dealers Agents, on the other hand, enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Issuing Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreementTerms Agreement, either the nondefaulting Dealer(s)Agents, on one hand, or the Company Global Funding and the such Issuing Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, Each sale of Program Securities to you as principal shall be made in accordance with the terms herein of this Agreement. In connection with each such sale, the Company will enter into a Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement that will provide for the sale of such Program Securities to and the terms agreed upon purchase thereof by you. Each Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement will take the form of either (i) a written agreement between such Dealer(syou and the Company, which may be substantially in the form of Exhibit A, Exhibit A-1 or Exhibit A-2 (as applicable) hereto (in the case of Notes, a “Written Notes Terms Agreement,” in the case of Units, a “Written Units Terms Agreement” and in the case of Warrants, a “Written Warrants Terms Agreement”), on one hand, or (ii) an oral agreement between you and the Company and confirmed in writing by you to the Trust, on the other hand pursuant to this Distribution AgreementCompany. A Dealer's Your commitment to purchase Notes Program Securities as principal pursuant to a Notes Terms Agreement, Units Terms Agreement or Warrants Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: Each (i) if Notes Terms Agreement shall specify the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all you pursuant thereto, the maturity date of such Dealers on the Settlement DateNotes, the nondefaulting Dealer(s) shall price to be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear paid to the underwriting obligations Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of all nondefaulting Dealer(s); or such Notes, (ii) if Units Terms Agreement shall specify (a) the aggregate principal amount information set forth in (i) above with respect to any Notes issued as part of Defaulted a Unit, (b) with respect to any Warrants issued as part of a Unit, the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants and (c) with respect to any Purchase Contracts issued as part of a Unit, the settlement date, the purchase or sale price or any other terms of such Purchase Contracts and (iii) Warrants Terms Agreement shall specify the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants. Each such Notes exceeds 10% Terms Agreement, Units Terms Agreement or Warrants Terms Agreement may also specify any requirements for officers’ certificates, opinions of counsel and letters from the independent auditors of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Dealer. No action taken Company pursuant to this paragraph shall relieve any defaulting Dealer from liability in respect of its defaultSection 4 hereof. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.A Notes Terms

Purchases as Principal. Each sale of Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, to an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, such Agent. Each such separate agreement (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and be agreed upon orally with written confirmation prepared by such Agent or Agents and mailed or sent by facsimile transmission to the Company) between such Dealer(s)Agent and the Company is herein referred to as a "Terms Agreement". Unless the context otherwise requires, on one hand, and each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the Trust, on the other hand pursuant to this Distribution Agreementapplicable Agent. A DealerAn Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) may engage Each Terms Agreement shall specify the services principal amount of Notes to be purchased by such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the price to the public, the time and place of delivery of and payment for such Notes, any provisions applicable to the failure of any broker Agents (if more than one) to purchase and pay for the Notes it has agreed to purchase and pay for thereunder, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased by them as principal purchased. Such Terms Agreement shall also specify the requirements for the stand-off agreement, the officers' certificate, opinions of counsel and may allow all or any portion of the discount received by them in connection with such purchases comfort letter pursuant to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"Sections 4(k), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, the nondefaulting Dealer(s) shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s); or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Dealer. No action taken pursuant to this paragraph shall relieve any defaulting Dealer from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s7(b), on one hand, or the Company 7(c) and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements7(d) hereof.

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, Each sale of Securities to an Agent as principal shall be made in accordance with the terms contained herein and the terms agreed upon between such Dealer(s), on one hand, and (unless the Company and the TrustAgent shall otherwise agree) in a separate agreement which will provide for the sale of such Securities to, on and the other hand pursuant purchase and reoffering thereof by, the Agent. Each such separate agreement (which may be an oral agreement) between an Agent and the Company is herein referred to as a “Terms Agreement.” Unless the context otherwise requires, each reference contained herein to “this Distribution Agreement” shall be deemed to include any applicable Terms Agreement between the Company and an Agent. Each such Terms Agreement, whether oral or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A Dealer's hereto. An Agent’s commitment to purchase Notes Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(sEach Terms Agreement shall specify (i) may engage the services principal amount of Securities to be purchased by such Agent pursuant thereto, (ii) the price to be paid to the Company for such Securities (which shall be at a discount, if any, as specified in a Terms Agreement), (iii) the time and place of delivery of and payment for such Securities, (iv) any provisions relating to the rights of and any default by any broker or dealer acting together with such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the Securities) as may be mutually agreed upon. The Agents may utilize a selling or dealer group in connection with the resale of the Notes Securities purchased by them as principal and may allow all reallow to any broker or dealer any portion of the discount received or commission payable pursuant hereto. Such Terms Agreement shall also specify the requirements for the stand-off agreement, officer’s certificate, opinions of counsel and comfort letter pursuant to Sections 3(m), 5(b), 5(c), 5(d), 5(f) and 5(g) hereof. Securities to be purchased by them an Agent as principal are herein called the “Purchased Securities.” Purchased Securities will be represented by a global certificate (the “Book-Entry Securities”) registered in connection with the name of the depositary (the “Depositary”) specified in the Prospectus or by certificates issued in definitive form (the “Certificated Securities”). Delivery of Certificated Securities shall be made to the Agent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, in either case, against payment by the Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in such purchases names and in such denominations as the Agent may request not less than two full business days prior to any broker or dealerthe applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the Agent in the city in which delivery and payment is to occur, not later than 2 p.m., on the business day prior to the applicable Closing Date. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes Securities from the Trust Company as principal and one or more of such Dealers Agents shall fail at on the Settlement Closing Date to purchase the Notes Securities which it or they are obligated to purchase (the "“Defaulted Notes"Securities”), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Notes Securities does not exceed 10% of the aggregate principal amount of Notes Securities to be so purchased by all of such Dealers Agents on the Settlement Closing Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (iib) if the aggregate principal amount of Defaulted Notes Securities exceeds 10% of the aggregate principal amount of Notes Securities to be so purchased by all of such Dealers Agents on the Settlement Closing Date, such agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, Agents or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the Trust Operating Partnership by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company Operating Partnership (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally, with written confirmation prepared by such Agent or Agents and mailed to the Trust, on the other hand pursuant to this Distribution AgreementOperating Partnership). A Dealer's An Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust Operating Partnership herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable agreement of one or more Agents to purchase Notes from the Operating Partnership as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from the Operating Partnership in connection with such purchases to any broker such brokers or dealerdealers. At the time of each purchase of Notes from the Operating Partnership by one or more Agents as principal, such Agent or Agents shall specify the requirements for the officers’ certificate, opinion of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof. If this Distribution Agreement provides for the Operating Partnership and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust Operating Partnership as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (iib) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, Agents or the Company and the Trust, on the other hand, Operating Partnership shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased From time to time, any Agent may agree with the Issuer to purchase Securities from the Trust by the Dealer(s), individually or in a syndicate, Issuer as principal and (unless the Issuer and such Agent may otherwise agree) such purchase shall be made in accordance with the terms herein of a separate agreement (a "Purchase Agreement") to be entered into between such Agent and the terms agreed upon between Issuer in the form attached hereto as Exhibit C. A Purchase Agreement, to the extent set forth therein, may incorporate by reference specified provisions of this Agreement. If the Issuer and any Agent do not enter into a Purchase Agreement with respect to any purchase of Securities by such Dealer(sAgent as principal, the following provisions shall apply. For each purchase of Securities by any Agent as principal that is made orally and not pursuant to a Purchase Agreement or other written agreement (an "Oral Purchase Agreement"), on one hand, and the Company and Issuer agrees to pay such Agent a commission (or grant an equivalent discount) in accordance with the Trust, schedule set forth in Exhibit A hereto on the other hand pursuant to this Distribution Agreementrelated settlement date for such Securities, unless otherwise agreed to. A Dealer's commitment to purchase Notes as principal Any Oral Purchase Agreement shall be deemed to have been made incorporated by reference Sections 3(d), 4, 6, 7, 12 and 13 hereof, the first and last sentences of Section 9 hereof and, to the extent applicable, the Procedures, except that (i) the phrase "jointly with any other indemnifying party similarly notified" in Section 7(c) hereof and the last sentence of Section 7(d) hereof shall not be applicable to any Oral Purchase Agreement; and (ii) the term "this Agreement", as used in Section 7(d) hereof, shall be deemed to refer to such Oral Purchase Agreement (and not this Agreement) except that in the fifth sentence such term shall be deemed to refer to this Agreement. The obligation of such Agent to purchase Securities as principal pursuant to an Oral Purchase Agreement shall be subject to the accuracy on the basis related settlement date of the representations and warranties of the Company Issuer contained in Section 2 hereof (it being understood that such representations and warranties shall relate to the Registration Statement and the Trust herein Prospectus as amended and supplemented at such settlement date) and the performance and observance by the Issuer of all covenants and agreements contained in Sections 4 and 6 hereof. The obligation of such Agent to purchase Securities as principal pursuant to an Oral Purchase Agreement shall (unless the Issuer and such Agent otherwise agree) also be subject to the terms and following conditions herein set forth. The Dealer(s) may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, thenunless otherwise waived: (ia) if the aggregate principal amount The satisfaction, on such settlement date, of Defaulted Notes does not exceed 10% each of the aggregate principal amount conditions set forth in subsections (a) and (b) and (d) through (g) of Notes Section 5 hereof (it being understood that each document so required to be so purchased by all of such Dealers on the Settlement Date, the nondefaulting Dealer(s) delivered shall be obligated, severally dated such settlement date and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s); or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of each such Dealers on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Dealer. No action taken pursuant to this paragraph shall relieve any defaulting Dealer from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, or the Company condition and the Trust, on the other hand, shall have the right statements contained in each such document that relate to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus shall be deemed to relate to the Registration Statement or the Prospectus, as the case may be, as amended and supplemented at the time of settlement on such settlement date and except that the opinion described in Section 5(d) hereof shall be modified so as to state that the Securities being sold on such settlement date, when delivered against payment therefor as provided in such Oral Purchase Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject only to the exceptions set forth in clause (iii) of Section 5(d) hereof, and will conform to the description thereof contained in the Prospectus as amended or supplemented at such settlement date); (b) Between the time of entering into such Oral Purchase Agreement and such settlement date there shall not have occurred any of the following: (i) a general suspension or material limitation in trading of securities on the New York Stock Exchange; (ii) a declaration of a bank moratorium by authorities of the United States or of the State of New York; (iii) the general establishment of minimum prices by the New York Stock Exchange or by the Commission; or (iv) the outbreak or escalation of major hostilities involving Armed Forces of the United States or the declaration by the United States of a national emergency or war, if, in the good faith judgment of such Agent, the effect of any event described in this clause (iv) on the financial markets is such that it is impracticable or inadvisable to proceed with completion of the sale of and payment for the Securities; (c) Between the time of entering into such Oral Purchase Agreement and such settlement date there shall not have been any change in the capital stock or short-term or long-term indebtedness for borrowed money of the Company and its subsidiaries on a consolidated basis, or any change (financial or otherwise) in, or any development involving a prospective change (financial or otherwise) in or affecting, the financial position, stockholders' equity or results of operations of the Company and its subsidiaries on a consolidated basis or the general affairs of the Company and its subsidiaries considered as a whole, except as set forth or contemplated in the Prospectus as of the date of such Oral Purchase Agreement, which in the judgment of such Agent is material and adverse; and (d) Between the time of entering into such Oral Purchase Agreement and such settlement date no downgrading shall have occurred in the rating accorded the Company's senior debt securities by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(1) of Regulation C. The Issuer agrees that between the date of any Oral Purchase Agreement and the related settlement date, it will not offer or sell, or enter into any agreement to sell, any debt securities of the Issuer in the United States, other documents than sales of Securities, borrowings under the Issuer's revolving credit agreements and lines of credit, the private placement of securities and issuances of the Issuer's commercial paper. If for any reason any Agent's purchase of Securities pursuant to an Oral Purchase Agreement is not consummated, the Issuer shall remain responsible for the expenses to be paid or arrangementsreimbursed by the Issuer pursuant to Section 4 hereof and the respective obligations of the Issuer and such Agent pursuant to Section 7 hereof shall remain in effect. If for any reason any Agent's purchase of Securities pursuant to an Oral Purchase Agreement is not consummated other than because of such Agent's default or a failure to satisfy a condition set forth in clause (b), (c) or (d) of this Section 11, the Issuer shall reimburse such Agent, severally, for all out-of-pocket expenses reasonably incurred by such Agent in connection with the offering of such Securities, and not otherwise required to be reimbursed pursuant to Section 4 hereof. The principal amount of Securities to be purchased by any Agent pursuant to an Oral Purchase Agreement, the interest rate of such Securities or index pursuant to which the interest rate of such Securities shall be determined, the price to be paid to the Issuer for such Securities, the time and date of delivery of and payment for such Securities and the other Purchase Information with respect to such Securities referred to under the caption "Part I: Administrative Procedures for Certificated Notes -- Details for Settlement" or "Part II: Administrative Procedures for Book-Entry Notes -- Settlement Procedures" in the Procedures shall be agreed to and shall form a part of such Oral Purchase Agreement.

Purchases as Principal. (i) The Selling Agents shall not have any obligation to purchase Notes purchased from the Trust Company as principal. However, a Selling Agent and the Company may expressly agree from time to time that such Selling Agent shall purchase Notes as principal. Unless otherwise agreed between the Company, the Guarantor and the Selling Agent and, if required by the Dealer(s)law or otherwise, individually or disclosed in a syndicatePricing Supplement, Notes sold to a Selling Agent as principal shall be made purchased by such Selling Agent at a price equal to 100% of the principal amount thereof less a discount equivalent to the applicable commissions set forth in accordance with terms herein and Exhibit B hereto (or such other commissions amount as may be agreed by the terms agreed upon between such Dealer(s)Selling Agent, on one hand, and the Company and the Trust, on the other hand Guarantor pursuant to a Terms Agreement or otherwise) and may be resold by such Selling Agent at prevailing market prices at the time or times of resale as determined by such Selling Agent. The initial Procedures dated as of , 2016 and set forth in Annex I to this Distribution Agreement shall apply to the purchase of Notes by one or more Selling Agents, as principal, unless otherwise agreed pursuant to a Terms Agreement. . (ii) A Dealer's Selling Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations representations, warranties and warranties covenants of the Company and the Trust Guarantor herein contained and shall be subject to the terms and conditions herein set forthforth herein, including Section 13(b) hereof. The Dealer(s) may engage When a Selling Agent and the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with Company agree that such purchases to any broker or dealer. If this Distribution Agreement provides for two or more Dealers to Selling Agent shall purchase Notes from the Trust as principal and one or more of such Dealers shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, howeverprincipal, that if agreement shall take the form of (A) a written agreement between such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if howeverSelling Agent, the Company and the Trust shall not have completed Guarantor, which may be substantially in the form of Exhibit C hereto (a “Terms Agreement”) or (B) an agreement, which may be an oral agreement, between such arrangements within Selling Agent, the Company and the Guarantor confirmed in writing by such 24-hour period, then:Selling Agent to the Company and the Guarantor on the terms set forth in the applicable Pricing Supplement and in accordance with the applicable Procedures. (iiii) if The applicable Selling Agent(s), the aggregate principal amount of Defaulted Notes does not exceed 10% of Company and the aggregate Guarantor shall agree to the principal amount of Notes to be so purchased by such Selling Agent(s) as principal, the maturity date of such Notes, the price to be paid to the Company for such Notes, the payment terms of such Notes, any selling restrictions additional to those set forth in the MTN Prospectus Supplement and any other terms of such Notes, all of such Dealers on the Settlement Date, the nondefaulting Dealer(s) which shall be obligated, severally and not jointly, to purchase the full amount thereof specified in a Terms Agreement or in the proportions that their respective initial underwriting obligations bear applicable Pricing Supplement (in the case of an agreement described in Section 2(c)(ii)(B)). Each Terms Agreement may also specify any requirements for officers’ certificates, opinions of counsel and letters from the independent public registered accounting firm of the Company and/or Guarantor, as applicable, pursuant to Section 6 hereof. A Terms Agreement or other agreement (as described in Section 2(c)(ii)(B)) also may specify certain provisions relating to the underwriting obligations of all nondefaulting Dealer(s); or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all reoffering of such Dealers on the Settlement Date, Notes by such agreement shall terminate without liability on the part of any nondefaulting Dealer. No action taken pursuant to this paragraph shall relieve any defaulting Dealer from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangementsSelling Agent.

Purchases as Principal. Notes purchased from the an Issuing Trust by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(sAgent(s), on one hand, and the Company Global Funding and the such Issuing Trust, on the other hand pursuant to this Distribution hand, specified in the Terms Agreement. A DealerAn Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company Global Funding and the Issuing Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable Terms Agreement Each purchase of Notes by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as the Purchasing Agent, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule 2 hereto. Any other purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule 3 hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealer. If this Distribution Agreement provides for Global Funding and an Issuing Trust, on one hand, and two or more Dealers Agents, on the other hand, enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the such Issuing Trust as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s)Agents, on one hand, or the Company Global Funding and the such Issuing Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Unless otherwise agreed to by an Agent and the Company, Notes purchased from the Trust Company by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally with written confirmation prepared by such Agent or Agents and mailed or sent by facsimile transmission to the Trust, on the other hand pursuant to this Distribution AgreementCompany). A DealerAn Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable agreement of one or more Agents to purchase Notes from the Company as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from the Company in connection with such purchases to any broker such brokers or dealerdealers. At the time of each purchase of Notes from the Company by one or more Agents as principal, such Agent or Agents shall specify the requirements for the officers' certificate, opinion of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust Company as principal principal, severally and not jointly as set forth in such agreement, and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which that it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its defaultdefault pursuant to this Section 3(a). In the event of any such default which pursuant to this Section 3(a) that does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, Agents or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the Trust Company by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally, with written confirmation prepared by such Agent or Agents and mailed to the Trust, on the other hand pursuant to this Distribution AgreementCompany). A DealerAn Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable agreement of one or more Agents to purchase Notes from the Company as principal. Each purchase of Notes by one or more Agents as principal, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from the Company in connection with such purchases to any broker such brokers or dealerdealers. At the time of each purchase of Notes from the Company by one or more Agents as principal, such Agent or Agents shall specify the requirements for the officers' certificate, opinion of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust Company as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: 12 (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Dealer. No action taken pursuant to this paragraph shall relieve any defaulting Dealer from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the Trust Company by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally, with written confirmation prepared by such Agent or Agents and delivered to the TrustCompany by facsimile, on the other courier service, hand pursuant to this Distribution Agreementdelivery or mail). A DealerAn Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable agreement of one or more Agents to purchase Notes from the Company as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from the Company in connection with such purchases to any broker such brokers or dealerdealers. At the time of each purchase of Notes from the Company by one or more Agents as principal, such Agent or Agents shall specify the requirements for the officers' certificate, opinion of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust Company as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (iib) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, Agents or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the Trust Company by the Dealer(s)Agents, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, Agent or Agents and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally, with written confirmation prepared by such Agent or Agents and provided to the Trust, on the other hand pursuant to this Distribution AgreementCompany). A Dealer's An Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable agreement of one or more Agents to purchase Notes from the Company as principal. Each purchase of Notes shall be at a discount from the principal amount of each such Note equivalent to a commission agreed upon at the time with the relevant Agents. The Dealer(s) Agents may engage the services of any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from the Company in connection with such purchases to any broker such brokers or dealerdealers. Prior to the time of each purchase of Notes from the Company by one or more Agents as principal, such Agent or Agents and the Company shall agree the requirements for the officers’ certificate, opinion of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust Company as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (iib) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, Agents or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Each sale of Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, to you as principal shall be made in accordance with terms herein and the terms agreed upon between of this Agreement and a separate agreement which will provide for the sale of such Dealer(s), on one handNotes to, and the Company purchase and reoffering thereof by, you. Each such separate agreement (which may be oral or written, and which may be substantially in the form of Exhibit A hereto or which may take the form of an exchange of any standard form of written communication between you and the Trust, on the other hand pursuant Company) is herein referred to this Distribution as a "Terms Agreement". A Dealer's Your commitment to purchase Notes as principal principal, whether pursuant to a Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(s) Each agreement by you to purchase Notes as principal shall specify the principal amount of Notes to be purchased by you pursuant thereto, the price to be paid to the Company for such Notes, and such other terms, conditions and requirements as may engage be agreed upon between us. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the services independent public accountants of any broker the Company pursuant to Section 7 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by you. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. You may utilize a selling or dealer group in connection with the resale of the Notes purchased by them you as principal and may allow all or any portion of the discount received by them in connection with such purchases to any broker or dealerprincipal. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Trust Company as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i1) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (ii2) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, Agents or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. The Agents shall have no obligation to purchase Notes purchased as principal, whether from the Trust by the Dealer(s)Company or otherwise, individually or in a syndicate, as principal shall be made in accordance with terms herein and the terms agreed upon between such Dealer(s), on one hand, and unless the Company and the Trustapplicable Agent(s) agree as set forth below. The Company agrees that whenever it determines to sell Notes directly to an Agent as principal it will enter into a separate Terms Agreement (each, on the other hand pursuant a “Terms Agreement”), which, if requested by such Agent, will be in writing. Each such Terms Agreement shall be with respect to such information (as applicable) set forth in Annex I hereto. References herein to “this Distribution Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. A Dealer's commitment Each Terms Agreement shall specify the applicable Agent(s), the principal amount of Notes to purchase be purchased by each such Agent pursuant thereto, the price to be paid to the Company for such Notes as principal (which, if not so specified in such Terms Agreement, shall be deemed at a discount equivalent to have been made on the basis applicable commission set forth in Schedule A hereto), the Settlement Date (as defined below) for such Notes and such other provisions (including, but not limited to, further terms of the representations and warranties of the Company and the Trust herein contained and shall Notes) as may be subject mutually agreed upon. Each Agent is authorized to the terms and conditions herein set forth. The Dealer(s) may engage the services of any broker utilize a selling or dealer group in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received by them from the Company in connection with such purchases to such selling or dealer groups. Such Terms Agreement shall also specify whether or not any broker or dealerof the officer’s certificates, opinions of counsel, and accountant’s comfort letter pursuant to Sections 3(o), 3(p) and 3(q), respectively, hereof shall be required to be delivered by the Company on the related Settlement Date. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the Trust Company as principal and one or more of such Dealers Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "“Defaulted Notes"”), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters underwriters, reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if no such arrangements arrangement shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Dealers Agents on the Settlement Date, such agreement Terms Agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreementTerms Agreement, either the nondefaulting Dealer(s), on one hand, Agents or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Notes purchased from the Trust by the Dealer(s), individually or in a syndicate, Each sale of Securities to an Agent as principal shall be made in accordance with the terms contained herein and the terms agreed upon between such Dealer(s), on one hand, and (unless the Company and the TrustAgent shall otherwise agree) in a separate agreement which will provide for the sale of such Securities to, on and the other hand pursuant purchase and reoffering thereof by, the Agent. Each such separate agreement (which may be an oral agreement) between an Agent and the Company is herein referred to as a “Terms Agreement.” Unless the context otherwise requires, each reference contained herein to “this Distribution Agreement” shall be deemed to include any applicable Terms Agreement between the Company and an Agent. Each such Terms Agreement, whether oral or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A Dealer's hereto. An Agent’s commitment to purchase Notes Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth. The Dealer(sEach Terms Agreement shall specify (i) may engage the services principal amount of Securities to be purchased by such Agent pursuant thereto, (ii) the price to be paid to the Company for such Securities (which shall be at a discount, if any, as specified in a Terms Agreement), (iii) the time and place of delivery of and payment for such Securities, (iv) any provisions relating to the rights of and any default by any broker or dealer acting together with such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the Securities) as may be mutually agreed upon. The Agents may utilize a selling or dealer group in connection with the resale of the Notes Securities purchased by them as principal and may allow all reallow to any broker or dealer any portion of the discount received or commission payable pursuant hereto. Such Terms Agreement shall also specify the requirements for the stand-off agreement, officer’s certificate, opinions of counsel and comfort letter pursuant to Sections 3(l), 5(b), 5(c), 5(e) and 5(f) hereof. Securities to be purchased by them an Agent as principal are herein called the “Purchased Securities.” Purchased Securities will be represented by a global certificate (the “Book-Entry Securities”) registered in connection with the name of the depositary (the “Depositary”) specified in the Prospectus or by certificates issued in definitive form (the “Certificated Securities”). Delivery of Certificated Securities shall be made to the Agent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, in either case, against payment by the Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in such purchases names and in such denominations as the Agent may request not less than two full business days prior to any broker or dealerthe applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the Agent in the city in which delivery and payment is to occur, not later than 2 p.m., on the business day prior to the applicable Closing Date. If this Distribution Agreement provides for the Company and two or more Dealers Agents enter into an agreement pursuant to which such Agents agree to purchase Notes Securities from the Trust Company as principal and one or more of such Dealers Agents shall fail at on the Settlement Closing Date to purchase the Notes Securities which it or they are obligated to purchase (the "“Defaulted Notes"Securities”), then the nondefaulting Dealer(s) Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Dealers Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes Securities in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then the Company and the Trust shall have the right, within 24 hours after the expiration of such previous 24-hour period, to procure another party or other parties reasonably satisfactory to the Dealer(s) to purchase the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if however, the Company and the Trust shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Notes Securities does not exceed 10% of the aggregate principal amount of Notes Securities to be so purchased by all of such Dealers Agents on the Settlement Closing Date, the nondefaulting Dealer(s) Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Dealer(s)Agents; or (iib) if the aggregate principal amount of Defaulted Notes Securities exceeds 10% of the aggregate principal amount of Notes Securities to be so purchased by all of such Dealers Agents on the Settlement Closing Date, such agreement shall terminate without liability on the part of any nondefaulting DealerAgent. No action taken pursuant to this paragraph shall relieve any defaulting Dealer Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Dealer(s), on one hand, Agents or the Company and the Trust, on the other hand, shall have the right to postpone the Settlement Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.