(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the notes matured on the First Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined in the Pricing Supplement dated , 20 relating to the Notes) plus [] basis points less (b) interest accrued to, but excluding, the date of redemption, and
(2) 100% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.
On the First Par Call Date, the Notes will be redeemable at the option of the Company, in whole but not in part, at a redemption price equal to 100% of the
principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the redemption date. On and after , 20 , the Notes will be redeemable at the option of the Company, in whole or in part, at any time and from time to time, at
a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.]
Additional Terms:
(1) The Notes shall have the other terms set
forth in the Pricing Supplement dated , 20 relating to the Notes, to the Prospectus Supplement and the Prospectus.
(2) Schedule II hereto contains
certain provisions relating to a default by any of the Underwriters under this Agreement.
(3) The Company and the Underwriters agree that there shall be
[no] [the following] exceptions to Section 4(j) of the Distribution Agreement.
(4) [The delivery of the certificate referred to in Section 7(b)
of the Distribution Agreement, the opinion or opinions of counsel referred to in Section 7(c) of the Distribution Agreement, and the accountants letter referred to in Section 7(d) of the Distribution Agreement, in each case,
addressed to each of the Underwriters, and in form and substance reasonably satisfactory to each of the Underwriters, shall be a condition to settlement under this Agreement. In addition to the matters set forth or referred to in Section 7(c)
of the Distribution Agreement, such opinion or opinions of counsel to be delivered under such Section 7(c) shall also include an opinion substantially to the following effect: Nothing has come to the attention of such counsel that gives
such counsel reason to believe that the General Disclosure Package, as of the Applicable Time (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, as to which such counsel need not
express any view), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.]
(5) Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Notes, severally represents to and
agrees with the Company that it and each such affiliate has not offered, sold or delivered and it and they will not offer, sell or deliver, directly or indirectly, any of the Notes or distribute the Prospectus, the Prospectus Supplement, any
preliminary or final pricing supplement or any other offering material relating to the Notes, in or from any jurisdiction except under circumstances that will, to the best of its knowledge, after reasonable inquiry, result in compliance with the
applicable laws and regulations thereof and which will not impose any obligation on the Company except as contained in the Distribution Agreement.
(6)
With respect to the Notes, Section 2(a)(ii) of the Distribution Agreement shall be replaced and superseded by the following: (ii) Status of the Registration Statement. (A) At the time of filing the Registration Statement,
(B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or
15(d) of the 1934 Act or form of prospectus) and (C) at the date hereof, the Notes, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a registration statement on Form S-3 pursuant to Rule 415, and the Company has not received from the SEC any notice pursuant to Rule 401(g) of the 1933 Act Regulations objecting to the use of the Registration Statement. Rule 164(e)(2) applies to
each Issuer Free Writing Prospectus with respect to the Notes.
[(7) Reference is made to the items that are set forth in Exhibits 99.1 and 99.2 to
the Companys Current Report on Form 8-K, as filed with the SEC on , 20, which are incorporated by reference in the Prospectus, and circled and marked by an X on the copy of such exhibits
attached hereto as Annex A (the items so circled and marked, the Financial Numbers); the Company represents and warrants to the Underwriters that, as of the date such report was filed with the SEC, as of the date hereof and as of
any other date on which this representation and warranty is deemed to be made, the officers of the Company responsible for and familiar with the accounting, operations and records systems of the Company and its consolidated subsidiaries have
supervised the compilation of and reviewed the Financial Numbers, the Financial Numbers were derived from the Companys accounting records and have been reconciled to information contained in such accounting records and the Financial Numbers
are accurate and correct in all material respects.]
[(8) Notwithstanding and to the exclusion of any other term of this Agreement or any other
agreements, arrangements, or understanding between the Underwriters and the Company, the Company acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of
Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts and agrees to be bound by:
(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to
any BRRD Liability of any of the Underwriters to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
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